Prospectus - Notowania

Prospectus
relating to the offer under option to the shareholders
and the admission to listing on the Electronic Equity Market (Mercato Telematico
Azionario - MTA) organized and managed by Borsa Italiana S.p.A., on the Frankfurt
Stock Exchange (Frankfurter Wertpapierbörse) and on the Warsaw Stock Exchange
(Gielda Papierów Wartościowych w Warszawie SA)
of
2,516,889,453 UniCredit S.p.A. ordinary shares
Prospectus filed with CONSOB on January 8, 2010, following notice of the issue of
authorization for the publication thereof by means of memorandum dated January 7,
2010, protocol No. 10000709, as amended in accordance with the “Errata Corrige
Notice” issued by UniCredit S.p.A. on January 28, 2010 posted on UniCredit S.p.A.’s
website: http://www.unicreditgroup.eu.
The Prospectus publication fulfilment does not involve any opinion expressed by
CONSOB on the advisability of the proposed investment or on the merits of the figures
and information relating to the same.
The Prospectus is available at the registered offices of UniCredit S.p.A. in Via A.
Specchi 16, Rome, Italy, at the Head Offices of UniCredit S.p.A. in Piazza Cordusio 2,
Milan, Italy, at the registered offices of UniCredit CAIB Poland S.A. at ul. Emilii Plater
53, 00-113 Warsaw, Poland, of Centralny Dom Maklerski Pekao S.A. at ul. Woloska 18,
02-675, Warsaw, Poland, of Bank Pekao S.A. at ul. Grzybowska 53/57, 00-950,
Warsaw, Poland, of UniCredit Bank AG, Arabellastr. 12, 81925 Munich, Germany, of
Borsa Italiana in Piazza Affari 6, Milan, Italy, as well as on the Issuer’s website:
http://www.unicreditgroup.eu and on the Warsaw Stock Exchange (Gielda Papierów
Wartościowych w Warszawie SA) website http://www.gpw.com.pl

CONTENTS
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PAGE
DEFINITIONS ...................................................................................................................................................... 8
GLOSSARY......................................................................................................................................................... 16
SUMMARY NOTE............................................................................................................................................. 22
FIRST SECTION................................................................................................................................................ 40
1. PARTIES RESPONSIBLE .................................................................................................................. 41
1.1 Parties responsible for information..................................................................................................... 41
1.2 Declaration of responsibility................................................................................................................ 41
2. EXTERNAL AUDITORS .................................................................................................................... 42
2.1 External Auditors of the Issuer ........................................................................................................... 42
2.2 Information on relations with the External Auditors........................................................................ 43
3. SELECTED FINANCIAL INFORMATION..................................................................................... 44
3.1 Introduction .......................................................................................................................................... 44
4. RISK FACTORS .................................................................................................................................. 51
4.1 RISK FACTORS RELATING TO THE ISSUER AND THE GROUP IT HEADS....................... 51
4.1.1 Risks associated with the impact of the current uncertainties of the macro-economic context on
UniCredit Group performance ................................................................................................................ 51
4.1.2 Risks of diluting the ROE .................................................................................................................... 53
4.1.3 Risks associated with the assessment using financial models based on assumptions, opinions and
estimates on the assets held by the UniCredit Group ........................................................................ 54
4.1.4 Risks associated with the losses in value on goodwill (so-called impairment test) .......................... 54
4.1.5 Risks associated with the information reconstructed in the Prospectus .......................................... 55
4.1.6 Operations carried out by means of structured credit products ...................................................... 55
4.1.7 Credit risk ............................................................................................................................................. 58
4.1.8 Counterpart risk ................................................................................................................................... 58
4.1.9 Risks associated with leveraged finance activities and investments in companies attributable to
the private equity and hedge fund....................................................................................................... 59
4.1.10 Risks connected to the exposure to the trend of the real estate sector ............................................. 60
4.1.11 Risks connected to the loan activity to the naval sector .................................................................... 61
4.1.12 Risk Management ................................................................................................................................. 62
4.1.13 Risks associated with limiting the right to vote present in the Issuer’s Article of Association
provisions............................................................................................................................................... 63
4.1.14 Risks associated with legal proceedings underway, with possible class actions and measures taken
by the supervisory authorities ............................................................................................................. 63
4.1.15 Risks associated with surveys relating to cross-border transactions................................................ 77
4.1.16 Risks associated with the ratings assigned to the Issuer and to subsidiary companies................... 78
4.1.17 Risks associated with activities of the UniCredit Group in CEE countries ..................................... 79
4.1.18 Risks associated with the activities of the UniCredit Group in Kazakhstan ........................................ 80
4.1.19 Risks connected to the implementation of the project relevant to the transformation of the
organisational structure of the Group................................................................................................... 80
4.1.20 Operating risks and those relating to the management of the IT systems ........................................... 80
4.1.21 Risks associated with forecast and pre-eminence declarations............................................................ 81
4.1.22 Inclusion of the financial information by means of reference............................................................. 81
4.2 RISK FACTORS RELATING TO THE SECTOR OF ACTIVITIES AND THE MARKETS ON
WHICH THE ISSUER AND THE UNICREDIT GROUP OPERATE........................................... 82
4.2.1 Characteristic risks of banking and financial activities ....................................................................... 82
4.2.2 Risks associated with the competition in the banking and financial sector......................................... 83
4.2.3 Risks associated with the evolution of the regulation of the banking and financial sector ................ 83
4.2.4 Risks associated with the reduction of the support for the liquidity of the system by governments and
central authorities .................................................................................................................................. 84
4.2.5 Risks associated with a possible deterioration in the loan quality in the activity sectors and on the
markets where the Issuer operates ........................................................................................................ 85
4.2.6 Risks associated with raising liquidity and long-term loans................................................................. 85
4.3 RISK FACTORS RELATING TO THE SHARES FORMING THE SUBJECT MATTER OF
THE OFFER ......................................................................................................................................... 85
4.3.1 Risks relating to the available nature and volatility of the Shares....................................................... 85
4.3.2 Guarantee commitments and risks associated with the partial execution of the Capital Increase ..... 86

4.3.3 Risks associated with the performance of the option rights market..................................................... 87
4.3.4 Diluting effects....................................................................................................................................... 87
4.3.5 Exclusion of the markets on which the Offer is not permitted............................................................. 87
5 INFORMATION ON THE COMPANY............................................................................................. 89
5.1. History and growth of the Company................................................................................................... 89
5.1.1. Corporate name of the company ........................................................................................................... 89
5.1.2. Place of registration of the Company and its registration number ...................................................... 89
5.1.3. Date of establishment and duration of the Company ........................................................................... 89
5.1.4. Domicile and legal form of the Company, legislation on the basis of which it operates, country of
formation, address and telephone number of the registered offices .................................................... 89
5.1.5. History and growth of the Issuer and the Group .................................................................................. 89
5.2. Main investments.................................................................................................................................. 99
5.2.1. Investments made................................................................................................................................. 100
5.2.2. Investments underway ......................................................................................................................... 105
5.2.3. Future investments .............................................................................................................................. 105
6. OVERVIEW OF THE ACTIVITIES ............................................................................................... 106
6.1. The main activities of the UniCredit Group..................................................................................... 106
6.1.1. Introduction ......................................................................................................................................... 106
6.1.2. Main activities...................................................................................................................................... 107
6.1.3. Legislative framework.......................................................................................................................... 119
6.2. Organisational Model......................................................................................................................... 130
6.3. Distribution network .......................................................................................................................... 133
6.4. Key factors relative to the operations and main activities of the UniCredit Group ..................... 136
6.5. Description of products and services recently introduced .............................................................. 137
6.6. Future programmes and strategies ................................................................................................... 137
6.7. Main markets and competitive position............................................................................................ 139
6.8. Exceptional factors ............................................................................................................................. 143
6.9. Reliance on patents or licences, industrial, commercial or financial contracts or on new
manufacturing procedures................................................................................................................. 144
6.10. Risk management................................................................................................................................144
6.11. Description of risks............................................................................................................................. 147
6.11.1. Credit risk............................................................................................................................................. 147
6.11.2. Market and liquidity risk ..................................................................................................................... 148
6.11.3. Operational risks.................................................................................................................................. 149
6.11.4. Business risk ........................................................................................................................................ 150
6.11.5. Real estate risk ..................................................................................................................................... 150
6.11.6. Financial investment risk .................................................................................................................... 151
6.11.7. Strategic risk ........................................................................................................................................ 151
6.11.8. Reputational risk.................................................................................................................................. 151
6.12. Rating................................................................................................................................................... 152
7. ORGANISATIONAL STRUCTURE................................................................................................ 153
7.1. Group the Issuer belongs to ............................................................................................................... 153
7.2. Issuer’s subsidiaries............................................................................................................................ 157
8. property, plant and equipment.......................................................................................................... 170
8.1. Fixed assets and intangible assets...................................................................................................... 170
8.2. Environmental problems.................................................................................................................... 176
9. report on the operational and financial situation............................................................................. 177
9.1. Financial Situation.............................................................................................................................. 181
9.2. Operational Situation ......................................................................................................................... 182
9.2.1. Overview of Operations........................................................................................................................ 182
9.2.2. Analysis of the Group’s Equity and Financial Performance............................................................. 187
9.3. Significant events after September 30, 2009..................................................................................... 256
10. financial resources .............................................................................................................................. 258
10.1. Introduction ........................................................................................................................................ 258
10.2. Information regarding the financial resources of the Issuer........................................................... 259
10.2.1. Other information................................................................................................................................261
10.3. Indication of the financial requirements of the Group structure ................................................... 265
10.4. Information regarding any limits on the use of financial resources which had, or could have,
directly or indirectly, significant repercussions on the Issuer’s activities...................................... 265
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10.5. Information regarding the expected sources of financing necessary to fulfil commitments relating
to the main future investments of the Group and existing or future tangible fixed assets ........... 265
11. RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES ........................................... 266
11.1. Research and development activities ................................................................................................ 266
12. INFORMATION ON EXPECTED TRENDS.................................................................................. 267
12.1. Significant recent trends in the performance of production, sales and stocks, and in the
development of costs and sale prices from the close of the last financial year until the date of the
Prospectus............................................................................................................................................ 267
12.2. Information on trends, uncertainties, requests, commitments or notable events that could
reasonably have a significant impact on the prospects of the company, at least for the year in
progress................................................................................................................................................ 267
13. PROFIT FORECASTS OR ESTIMATES ....................................................................................... 268
14. administration, management or supervisory bodies and senior managers.................................... 269
14.1. Information on administrative, management and control bodies and senior managers .............. 269
14.1.1. Board of Directors ............................................................................................................................... 269
14.1.2. Board of Statutory Auditors................................................................................................................. 290
14.1.3. Senior management and other executives........................................................................................... 298
14.2. Conflict of interest of the administration, management and control bodies and senior managers
.............................................................................................................................................................. 305
14.2.1. Potential conflicts of interest of members of the Board of Directors, Board of Statutory Auditors or
senior managers................................................................................................................................... 305
14.2.2. Agreements or understandings with the main shareholders, customers, suppliers or other entities, as
a result of which the members of the administrative, management or control bodies or senior
managers are chosen ........................................................................................................................... 306
14.2.3. Agreed restrictions by members of the Board of Directors and/or Board of Statutory Auditors and/or
managers with regards to the sale of Issuer securities ....................................................................... 306
15. COMPENSATION AND BENEFITS............................................................................................... 308
15.1. Compensation and benefits to members of the Board of Directors and Board of Statutory
Auditors, the General Manager and other key management personnel ........................................ 308
15.2. Provisions or accruals by the Issuer or other Group companies for pensions, employee severance
benefits or other similar benefits....................................................................................................... 313
16. BOARD OF DIRECTORS' PRACTICES........................................................................................ 314
16.1. Term of appointment for Directors in relation to the Issuers’ latest financial year close ............ 314
16.2. Disclosure of employment contracts stipulated between directors and statutory auditors and the
Issuer or with subsidiaries that provide for employee severance indemnities............................... 315
16.3. Compositions and responsibilities of the Internal Control and Risks Committee and
Remuneration Committee.................................................................................................................. 316
16.4. Statement that the Company complies with corporate governance regulations in effect............. 318
17. EMPLOYEES ..................................................................................................................................... 320
17.1. Number of employees ......................................................................................................................... 320
17.2. Equity investments and stock option plans....................................................................................... 320
17.3. Description of other employee agreements for equity investments in the Company’s share capital
.............................................................................................................................................................. 321
17.3.1. 2009 UniCredit Group Employee Share Ownership Plan.................................................................. 321
18. PRINCIPAL SHAREHOLDERS...................................................................................................... 324
18.1. Principal Company Shareholders ..................................................................................................... 324
18.2. Other voting right for principal shareholders.................................................................................. 324
18.3. Parent Company ................................................................................................................................. 324
18.4. Agreements that may result in a change to the Company’s ownership structure......................... 324
19. RELATED-PARTY TRANSACTIONS ........................................................................................... 326
19.1. Introduction ........................................................................................................................................ 326
19.2. Relationships and transactions with related parties........................................................................ 326
19.3. Intra-group rendering of services...................................................................................................... 330
19.4. Intra-group transactions .................................................................................................................... 330
19.5. Other Related-Party Transactions .................................................................................................... 334
20. FINANCIAL INFORMATION REGARDING THE COMPANY’S ASSETS AND LIABILITIES,
CASH FLOW AND PROFITS AND LOSSES................................................................................. 335
20.1. Financial information for past financial years ................................................................................. 335
20.2. Pro-forma financial information ....................................................................................................... 339
20.3. Financial statements ........................................................................................................................... 339
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20.4. Audit of annual financial information for past years ...................................................................... 340
20.4.1. Statement certifying that financial information was subjected to audit review................................. 340
20.4.2. Other information in the Prospectus that was subject to audit review by the statutory auditors ...... 340
20.5. Date of latest financial information................................................................................................... 340
20.6. Interim financial information and other financial information...................................................... 340
20.7. Dividend policy.................................................................................................................................... 340
20.7.1. Dividend per share............................................................................................................................... 340
20.8. Legal and arbitration proceedings .................................................................................................... 341
20.9. Tax proceedings .................................................................................................................................. 360
20.10. Proceedings related to Supervisory Authorities’ measures............................................................. 361
20.11. Significant changes in the Issuer’s financial or business situation ................................................. 364
21. ADDITIONAL INFORMATION...................................................................................................... 365
21.1. Equity share capital............................................................................................................................ 365
21.1.1. Equity share capital issued .................................................................................................................. 365
21.1.2. Shares not representative of capital .................................................................................................... 365
21.1.3. Treasury shares.................................................................................................................................... 365
21.1.4. Amount of convertible or exchangeable bonds, or bonds with warrants........................................... 365
21.1.5. Information on any rights and/or obligations to purchase the Company’s equity authorised but not
issued or commitments for capital increase ........................................................................................ 365
21.1.6. Information regarding Group members’ capital offered under option.............................................. 369
21.1.7. Description of the trend in equity share capital.................................................................................. 370
21.2. Memorandum and Articles of Association ....................................................................................... 376
21.2.1. Description of the Company purpose and scope................................................................................. 376
21.2.2. Summary of the provisions of the Company’s Articles of Association regarding members of
administrative, management and control bodies ................................................................................ 376
21.2.3. Description of the rights, privileges and restrictions for each existing share class........................... 381
21.2.4. Description of the procedures for modifying shareholders’ rights, indicating the cases in which the
conditions are more restrictive than the terms provided by law ......................................................... 383
21.2.5. Description of the terms governing the procedure for convening Annual Shareholders’ Meetings and
the Extraordinary Shareholders’ Meetings, including conditions for admission.............................. 383
21.2.6. Description of the provisions of the Articles of Association that may delay, postpone or impede a
change in the Company control structure........................................................................................... 384
21.2.7. Information regarding any provisions in the Company’s Articles of Association that establish a
maximum shareholding above which it become necessary to notify the public of the shares held .. 385
21.2.8. Description of conditions in the Memorandum and Articles of Association for modifying the share
capital ................................................................................................................................................... 385
22. MAJOR AGREEMENTS .................................................................................................................. 386
22.1. Agreements Deriving from the Completion of the Merger between UniCredit and Capitalia .... 386
22.1.1. Sale of an Equity Investment in Mediobanca ..................................................................................... 386
22.1.2. Transfer of Business Unit Comprising 183 Branches........................................................................ 386
22.2. Agreement for the Sale of a Controlling Interest in Bank BPH by UniCredit.............................. 386
22.3. Settlement with Parmalat................................................................................................................... 387
22.4. Agreement between UniCredit and the Ministry of the Treasury of the Republic of Poland...... 387
22.5. Agreement between CNP Assurances S.A. and UniCredit to Safeguard the Clients of CNP
UniCredit Vita S.p.A. underwriters of policies with underlying Lehman Brothers bonds.......... 388
22.6. Sale of Treasury Shares...................................................................................................................... 388
22.7. Agreement for the sale by BA of the profit participation rights held in B&C Holding GmbH ... 389
22.8. Agreements Relating to the CASHES ............................................................................................... 389
22.9. Transactions Aimed at Enhancing the Real Estate Assets .............................................................. 390
23. INFORMATION ORIGINATING FROM THIRD PARTIES, EXPERTS’ OPINIONS AND
STATEMENTS OF INTERESTS ..................................................................................................... 393
23.1. Reports and Expert Opinions ............................................................................................................ 393
23.2. Information Originating from third parties..................................................................................... 393
24. DOCUMENTS ACCESSIBLE TO THE PUBLIC .......................................................................... 394
25. INFORMATION ON EQUITY INVESTMENTS ........................................................................... 395
SECOND SECTION......................................................................................................................................... 401
1. RESPONSIBLE PERSONS............................................................................................................... 402
1.1 Persons Responsible for the Information.......................................................................................... 402
1.2 Declaration of responsibility.............................................................................................................. 402
2. RISK FACTORS ................................................................................................................................ 403
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3. FUNDAMENTAL INFORMATION ................................................................................................ 404
3.1 Statement about working capital....................................................................................................... 404
3.2 Own funds and debt............................................................................................................................ 404
3.3 Interests of natural and legal persons participating in the Offer ................................................... 404
3.4 Reasons for the Offer and Use of the Proceeds ................................................................................ 405
4. INFORMATION ABOUT THE financial instruments TO BE OFFERED .................................. 406
4.1 Description of the Shares ................................................................................................................... 406
4.2 Law governing the issue of the Shares .............................................................................................. 406
4.3 Characteristics of the Shares ............................................................................................................. 406
4.4 Issue Currency of the Shares ............................................................................................................. 406
4.5 Description of the Rights Connected to the Shares.......................................................................... 406
4.6 Indication of the Authorisation and of the Resolution whereby the Shares will be issued........... 408
4.7 Planned Share Issue Date................................................................................................................... 408
4.8 Limitations to the Free Transferability of the Shares ..................................................................... 408
4.9 Existence of any Rules on Public Acquisition Offer Obligations and/or Sell-out Obligations and
Squeeze-out in relation to the Shares ................................................................................................ 408
4.10 Takeover bids carried out by third parties on Company shares during the last financial year and
the current financial year................................................................................................................... 408
4.11 Tax Rules............................................................................................................................................. 408
4.11.1 Italy....................................................................................................................................................... 408
4.11.2 Germany............................................................................................................................................... 419
4.11.3 Poland .................................................................................................................................................. 427
5. CONDITIONS OF THE OFFERING............................................................................................... 434
5.1 Conditions, statistics relating to the Offering, expected schedule and procedures to underwrite the
Offering................................................................................................................................................ 434
5.1.1 Conditions to which the Offering is subordinated .............................................................................. 434
5.1.2 Total amount of the Offering .............................................................................................................. 434
5.1.3 Validity of the Offering, possible changes and underwriting procedures.......................................... 434
5.1.4 Revocation and suspension of the Offering ........................................................................................ 436
5.1.5 Reduction of the subscription and reimbursement procedures.......................................................... 436
5.1.6 Minimum and/or maximum amount of the subscriptions.................................................................. 436
5.1.7 Possibility to withdraw the subscription.............................................................................................. 436
5.1.8 Procedures and terms for the payment and delivery of the Shares.................................................... 436
5.1.9 Times and procedure for the publication of the results of the Offer.................................................. 437
5.1.10 Procedure for exercising any right of first bid, for the tradability of the subscription rights and for
the treatment of unexercised subscription rights................................................................................ 438
5.2 Allocation and allotment plan............................................................................................................ 438
5.2.1 Recipients and markets of the Offer.................................................................................................... 438
5.2.2 Commitments to subscribe the Shares................................................................................................. 439
5.2.3 Information to be notified before the allotment.................................................................................. 439
5.2.4 Procedure for communicating the allotted amount to subscribers .................................................... 439
5.2.5 Over allotment and Greenshoe............................................................................................................ 439
5.3 Setting the Price .................................................................................................................................. 439
5.3.1 Offer Price............................................................................................................................................ 439
5.3.2 Procedure for the Notification of the Offer Price............................................................................... 440
5.3.3 Limitations of the Option Right........................................................................................................... 440
5.3.4 Any difference between the issue price of the Shares and price of the shares paid during the previous
year or to be paid by members of the Board of Directors, members of the Board of Statutory Auditors,
high level executives or affiliated persons........................................................................................... 440
5.4 Placement and Subscription .............................................................................................................. 440
5.4.1 Indication of the Offer Placement Agents .......................................................................................... 440
5.4.2 Name and address of the bodies tasked with the financial service and of the custodian agents in each
countries............................................................................................................................................... 440
5.4.3 Subscription and guarantee commitments.......................................................................................... 440
5.4.4 Date of stipulation of the subscription and guarantee agreements.................................................... 442
6. ADMISSION TO TRADING AND TRADING PROCEDURES ................................................... 443
6.1 Request for admission to trading....................................................................................................... 443
6.2 Other regulated markets.................................................................................................................... 443
6.3 Other transactions .............................................................................................................................. 443
6.4 Brokers in the transactions on the secondary market ..................................................................... 443
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6.5 Stabilisation......................................................................................................................................... 443
7. OWNERS OF FINANCIAL INSTRUMENTS PROCEEDING WITH THE SALE.................... 444
8. EXPENSES LINKED TO THE OFFER .......................................................................................... 445
8.1 Total net proceeds and estimate of the total expenses linked to the Offer..................................... 445
9. DILUTION.......................................................................................................................................... 446
9.1 Amount and percentage of the immediate dilution deriving from the Offering ........................... 446
10. ADDITIONAL INFORMATION...................................................................................................... 447
10.1 Consultants.......................................................................................................................................... 447
10.2 Indication of other information contained in this Section subjected to audit or limited audit by
Auditors ............................................................................................................................................... 447
10.3 Expert opinions or reports................................................................................................................. 447
10.4 Information originating from third parties ...................................................................................... 447
APPENDIX........................................................................................................................................................ 448
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DEFINITIONS
A list of the most frequently used definitions and terms applied in this Prospectus is presented below.
These definitions and terms (used in their singular or plural form) have the following meaning, unless
otherwise stated herein.
2S Banca 2S Banca S.p.A., now Société Générale Securities Services
S.p.A.
Activest Luxembourg Activest Investment Gesellschaft Luxembourg S.A.
AGCM The Italian Anti-trust Authority.
Assicurazioni Generali Assicurazioni Generali S.p.A.
ATF JSC ATF Bank.
Capital increase The capital increase against payment for a maximum total
amount of €4,000,000,000, inclusive of any share premiums,
to be carried out – also separately - by June 30, 2010, by
means of the issue of ordinary shares with regular dividend
entitlement, to be offered under option to the shareholders of
ordinary shares and to the bearers of savings shares of the
Company, pursuant to Article 2441 of the Italian Civil Code,
resolved by the extraordinary shareholders’ meeting held on
November 16, 2009, forming the subject matter of the Offer
under Option.
Shares The 2,516,889,453 newly issued ordinary shares of the
Company, each with a par value of €0.50, forming the
subject matter of the Offer under Option.
BA UniCredit Bank Austria A.G., with headquarters in Vienna,
Austria.
BaFin Bundesanstalt für Finanzdienstleistungsaufsicht, German
federal financial supervisory authority, with headquarters in
Frankfurt am Main (Germany), Lurgiallee 12.
BAL Bank Austria Creditanstalt Leasing GMBH.
European Central Bank The central bank responsible for the European single
currency, the Euro. Its main task is to protect purchasing
power, thereby maintaining the stability of prices in the Euro
area, which is made up of the 16 nations of the European
Union which introduced the single currency as from 1999.
Banca CRT Banca Cassa di Risparmio di Torino S.p.A.
Bank of Italy The Republic of Italy’s central bank.
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Banca dell’Umbria Banca dell’Umbria S.p.A.
Banco di Sicilia Banco di Sicilia S.p.A.
Bank BPH or BPH Bank BPH S.A.
Bank Pekao Bank Polska Kasa Opieki S.A.
Basel II or Basel 2 New Basel Agreement which at international level defines
the capital requirements of the banks in relation to the risks
undertaken by the same. This agreement was acknowledged,
in Italy, by the respective supervisory authorities
responsible, including therein the Bank of Italy with
reference to the Italian Republic.
BCA Business Combination Agreement entered into by HVB and
UniCredit, concerning the merger of HVB within the
UniCredit Group.
Bipop Carire Bipop Carire S.p.A.
Frankfurt Stock Exchange The Frankfurt Stock Exchange (Frankfurter
Wertpapierbörse) run by Deutsche Börse A.G., with
registered offices in Neue Börsenstr. 1 60487, Frankfurt
(Germany).
Borsa Italiana Borsa Italiana S.p.A. (Italian Stock Exchange management
company), with headquarter in Piazza degli Affari 6, Milan,
Italy.
Warsaw Stock Exchange The Warsaw Stock Exchange run by Gielda Papierów
Wartościowych w Warszawie S.A., with registered offices in
Ksiąźęca 4, 00-498, Warsaw (Poland).
Post-offer UniCredit Ordinary
Share Capital
The share capital of the Issuer represented by ordinary
shares, following the full subscription of the Capital
Increase.
Post-offer UniCredit Share Capital The share capital of the Issuer represented by ordinary and
savings shares, following the full subscription of the Capital
Increase.
Capitalia Capitalia S.p.A.
Caritro Cassa di Risparmio di Trento e Rovereto S.p.A.
CASHES Convertible and Subordinated Hybrid Equity-linked
Securities (convertible, subordinated hybrid equity-linked
financial instruments) with a duration until December 15,
2050 issued by the Bank of New York and exchangeable
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with UniCredit shares.
Cassamarca Cassamarca - Cassa di Risparmio della Marca Trevigiana
S.p.A.
CIB Acronym of Corporate & Investment Banking, one of the
Group’s business segments.
CIB&PB Acronym of Corporate & Investment Banking and Private
Banking, one of the three Strategic Business Areas via which
the Group operates.
Clearstream Clearstream Banking Frankfurt, with registered offices in
Neue Börsenstrasse 1, 60487, Frankfurt am Main, Germany.
Italian Civil Code Italian Royal Decree No. 262 dated March 16, 1942, as
subsequently amended and supplemented.
Self-imposed Code of Conduct The self-imposed Code of Conduct for listed companies
drawn and approved by Borsa Italiana’s Corporate
Governance Committee, published in March 2006.
Consob The National Commission for Listed Companies and the
Stock Exchange, with headquarters in Via G.B. Martini 3,
Rome, Italy.
Cordusio Immobiliare Cordusio Immobiliare S.p.A.
CR Carpi Cassa di Risparmio di Carpi S.p.A.
CR Trieste Cassa di Risparmio di Trieste S.p.A.
CRO The head of UniCredit’s Risk Management division.
CRV Cassa di Risparmio di Verona Vicenza Belluno e Ancona
Banca S.p.A.
DAB Bank DAB Bank A.G..
DAB Group DAB Bank A.G., Direktanlage.at A.G. and SRQ
FinanzPartner A.G.
Date of the Prospectus Publication date of the Prospectus.
Direktanlage.at Direktanlage.at A.G.
EU Directive 2003/71/EC The directive 2003/71/EC of the European Parliament and
Council dated November 4, 2003, relating to the prospectus
to be published for the public offer or the admission of
financial instruments to trading.
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Issuer or UniCredit or the Company UniCredit S.p.A. with registered offices in Via A. Specchi
16, Rome, Italy, and Head Offices in Piazza Cordusio 2,
Milan, Italy.
FinecoBank FinecoBank S.p.A.
Fin.Part
FMA
Fin.Part S.p.A.
Financial Market Authority, the Austrian Supervisory
Authority on the financial markets with registered office in
Praterstraße 23, 1020 Vienna (Austria).
Primeo Funds Primeo Select Fund and Primeo Executive Fund, funds
managed by Pioneer Alternative Investment Management
Ltd. (Dublin), in its capacity as Investment Adviser.
International Monetary Fund The organization established by 186 countries for the
purpose of encouraging global co-operation in the monetary
field, ensuring financial stability, facilitating international
commerce, furthering employment and sustainable economic
growth.
Guarantors Merrill Lynch International, Credit Suisse Securities
(Europe) Limited, Goldman Sachs International,
Mediobanca and UBS Limited as well as BNP PARIBAS,
Nomura International Plc and Société Géneralé.
GBS Acronym of Global Banking Services, one of the three
Strategic Business Areas via which the Group operates.
UniCredit Banking Group The Banking Group comprising the parent company
UniCredit S.p.A. and its subsidiaries pursuant to Articles 60
and 61 of the Consolidated Banking Act, enrolled in the
Register of Banking Groups under No. 3135.1.
Group or UniCredit Group UniCredit and its subsidiaries pursuant to Article 2359 of the
Italian Civil Code and Article 93 of the Consolidated
Finance Act (TUF).
HVB UniCredit Bank A.G. with registered offices in Munich, a
wholly-owned subsidiary of the Issuer and that, until 15
December 2009. it was denominated Bayerische Hypo- und
Vereinsbank A.G.
IFRS or International Accounting
Standards
All the “International Financial Reporting Standards”, all the
“International Accounting Standards” (IAS), and all the
interpretations of the “International Financial Reporting
Interpretations Committee” (IFRIC), previously known as
- 11 -

IMB International Moscow Bank.
the “Standing Interpretations Committee” (SIC), adopted by
the European Union.
ING Sviluppo ING Sviluppo Finanziaria S.p.A.
Joint Global Coordinators UniCredit Bank, Milan Branch and Merrill Lynch
International.
Locat Locat S.p.A. (now UniCredit Leasing).
Mediobanca Mediobanca – Banca di Credito Finanziario S.p.A.
MCC UniCredit - Mediocredito Centrale S.p.A.
Monte Titoli Monte Titoli S.p.A., with registered offices in Via Mantegna
6, Milan, Italy.
MTA or Electronic Equity Stock
Market
NDS
OeNB
The Electronic Equity Market organized and managed by
Borsa Italiana.
The National Depository for Securities (KDPW S.A.), with
registered offices in Ksiąźęca 4, 00-498, Warsaw, Poland.
Oesterreichische Nationalbank, the Austrian Central Bank,
with registered office in Otto-Wagner-Platz 3, Vienna
(Austria).
Offer or Offer under Option The offer under option of 2,516,889,453 Shares, to
UniCredit shareholders at a ratio of 3 Shares for every 20
UniCredit ordinary and/or savings share held.
ONBanca ONBanca S.p.A.
CEE countries Poland, Russia, Slovakia, Slovenia, Bosnia, Rumania,
Latvia, Estonia, Lithuania, the Ukraine, Kyrgyzstan,
Azerbaijan, Kazakhstan, Croatia, Serbia, Bulgaria, Turkey,
the Czech Republic and Hungary, in which the UniCredit
Group operates.
Excluded Countries The United States of America, Canada, Japan, Australia, as
well as any other country where the Offer is not permitted
due to lack of authorization by the competent authorities or
applicable law or regulatory exemptions.
Related Parties The parties included in the definition of International
accounting standard IAS 24.
Option Period Buy-in period of the Offer under Option running between 11
January 2010 and January 29, 2010 inclusive, in Italy and
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Germany, and between January 14, 2010 and January 29,
2010 inclusive, in Poland.
PFSA Polish Financial Supervision Authority, with headquarters in
Plac Powstańców Warszawy 1, Warsaw (Poland).
PGAM Pioneer Global Asset Management S.p.A., sub-holding
company which is wholly-owned by the Issuer, and which
heads up the Group’s Asset Management activities.
Strategic Plan or 2008-2010
Strategic Plan
The strategic plan for the period 2008-2010, approved by the
Issuer’s Board of Directors on June 25, 2008, containing the
strategic guidelines and the economic, equity and financial
growth objectives of the UniCredit Group for that period.
Pioneer I.M. SGR Pioneer Investment Management S.G.R.
Offer Price The price at which each Share is offered under option within
the sphere of the Offer, in other words €1.589, of which
€1.089 by way of share premium.
Prospectus This Prospectus relating to the Offer under Option and
admission to listing on the Electronic Equity Market (MTA),
on the Frankfurt Stock Exchange and on the Warsaw Stock
Exchange.
Stock Exchange Regulations The regulations for the markets organized and run by Borsa
Italiana, in force as of the Date of the Prospectus.
Issuers’ Regulations The regulations adopted by Consob under Resolution No.
11971 dated May 14, 1999, as subsequently amended and
supplemented.
Market Regulations The regulations regarding the markets adopted by Consob
under Resolution No 16191 dated October 29, 2007, as
subsequently amended and supplemented.
EU Regulation No. 809/2004/EC EU Commission regulation No. 809/2004 dated April 29,
2004, containing the formalities for executing the EU
Directive 2003/71/EC of the European Parliament and
Council with regard to the information contained in the
prospectuses, the model of the prospectuses, the inclusion of
the information by means of reference, the publication of the
prospectuses and the disclosure of publication messages.
EU Regulation No. 1606/2002/EC EU Regulation dated July 19, 2002 relating to the application
of the International Accounting Standards.
Rolo Banca Rolo Banca S.p.A.
- 13 -

European Central Banks System or
ESBC
The body established by the European Central Bank and by
the national central banks of the 27 European Union member
nations, irrespective of adoption of the single currency.
External Auditors KPMG S.p.A. with registered offices in Via Vittor Pisani,
25, Milan, Italy, enrolled in the ordinary section of the
Companies’ Register at the Milan Chamber of Commerce
under No. 00709600159.
Splitska Banka Splitska Banka D.D.
Articles of Association The Issuer’s Articles of Association applicable as of the Date
of the Prospectus.
Strategic Business Area or SBA The 3 strategic business areas: Retail, CIB&PB and GBS via
which the Group operates.
Consolidated Finance Act or TUF Italian Legislative Decree No. 58 dated February 24, 1998
and subsequent amendments and supplements.
Consolidated Banking Act or TUB Italian Legislative Decree No 385 dated September 1, 1993
and subsequent amendments and supplements.
ITCL President of the Republic’s Decree No. 917 dated December
22, 1986 (Income Tax Consolidation Law) and subsequent
amendments and supplements.
UBM UniCredit Banca Mobiliare S.p.A.
UBMC UniCredit Banca Mediocredito S.p.A.
UBP UniCredit Business Partner S.C.p.A.
UGIS UniCredit Global Information Services S.C.p.A.
UniCredit Audit UniCredit Audit S.C.p.A.
UniCredit Banca UniCredit Banca S.p.A.
UniCredit Banca di Roma UniCredit Banca di Roma S.p.A.
UniCredit Banca per la Casa
UniCredit Bank, Milan Branch
UniCredit Banca per la Casa S.p.A. (now merged within
UniCredit Family Financing Bank).
UniCredit Bank A.G., Milan Branch, with registered office
in Milan, via Tommaso Grossi, 10 that acts, together with
Merrill Lynch International, in the quality of Joint Global
Coordinator.
UniCredit Corporate Banking UniCredit Corporate Banking S.p.A. (formerly UniCredit
Banca d’Impresa S.p.A.).
- 14 -

UniCredit Family Financing Bank UniCredit Family Financing Bank S.p.A. (formerly
UniCredit Consumer Financing Bank S.p.A.).
UniCredit Global Leasing UniCredit Global Leasing S.p.A. (now UniCredit Leasing).
UniCredit Leasing UniCredit Leasing S.p.A.
UniCredit Private Banking UniCredit Private Banking S.p.A.
UniCredit Real Estate UniCredit Real Estate S.C.p.A.
UniCredit Romania UniCredit Romania S.A.
UniCredit Xelion Banca UniCredit Xelion Banca S.p.A. (now merged within
FinecoBank).
UPA UniCredit Processes & Administration S.p.A. (now UBP).
Zagrebačka Zagrebačka Banka D.D.
- 15 -

GLOSSARY
A list of the technical terms used in the Prospectus is presented below. These terms have the following
meaning, unless specified otherwise.
ABS Acronym of Asset Backed Securities; debt securities
generally issued by a special purpose vehicle, backed
by portfolios of various types of assets, such as
mortgage loans, consumer credit, receivables deriving
from credit card transactions. The repayment of the
principal and the payment of the interest depend on the
performances of the assets securitized and any
additional guarantees supporting the transaction. The
ABS are divided up into various categories (senior,
mezzanine, junior) according to the priority assigned
them with regard to the repayment of the principal and
the interest.
Acquisition finance Loans serving company acquisition transactions.
ALT-A Loans granted to counterparts which, while not subject
to significant problems when servicing the debt that
would qualify them as subprime, have risk profiles with
high debt/guarantee, instalment/income ratios or
incomplete documentation regarding the debtor’s
income.
Asset Management Asset management and administration activities on
behalf of customers, under various forms.
ATM Acronym of Automated Teller Machine. Automatic
machine which carries out operations, such as cash
withdrawals, paying in of cash and cheques, account
information requests, credit transfers, utility payments,
telephone recharges. The terminal is activated by
introducing a credit or debit card and punching in a
specific PIN code.
Next generation ATM Latest generation ATMs which permit the customer to
perform typical ATM activities as well as pay in cash
and cheques.
Bancassurance Term used to refer to the series of dealings which may
occur between banks and insurance companies both
with regard to corporate structures and in relation to the
creation of integrated retail systems. With regard to the
latter aspect, the sale of insurance products via bank
branches takes on distinct importance.
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CDO Acronym of Collateralized Debt Obligation or debt
securities, issued by a special purpose vehicle, whose
underlying assets are loans, bonds, ABS or other
CDOs. These types of structures are established to both
eliminate (“derecognize”) assets from the balance sheet
and arbitrage between the yield differences between
securitized assets and the securities issued by the
special purpose vehicle.
CGU Acronym of Cash Generating Unit.
CLO Acronym of Collateralised Loan Obligation or CDO
type securities whose underlying assets are loans
disbursed by institutional financers such as commercial
banks.
CMBS Acronym of Commercial Mortgage Backed Securities.
ABS type securities characterized by the fact that the
underlying assets comprise commercial mortgage loans.
Commercial Banking All the Retail, CIB, Private Banking, CEE and Poland’s
Markets sectors.
Corporate Banking Banking service for businesses which envisages the
possibility for the business to carry out banking
transactions directly from their premises, via on-line
connections between the bank and the company.
Corporate Finance Includes the whole range of services and products
offered by the UniCredit Group to meet the financial
and advisory needs of businesses.
CRM Acronym of Customer Relationship Management, all
the policies and strategies for retaining customer
loyalty.
Conduit Special purpose vehicles set up by the Group for the
purpose of issuing commercial paper (so-called Asset
Backed Commercial Paper Conduits) and permitting
the customer to access the securitization market
(Multiseller Customer conduits), as well as for arbitrage
purposes (arbitrage conduits).
Core Tier I Capital The main component of the regulatory capital of a bank
represented by the Tier I capital net of innovative
capital instruments not calculated as Core Tier I.
Core Tier I Ratio Ratio between the Core Tier I Capital and the risk-
- 17 -

weighted assets (RWA).
Risk Cost One of the main indicators used to calculate the risk of
the bank’s assets provided by the ratio of the provisions
to the allowance for possible loan losses to average net
loans to customers.
Discount Brokerage Securities broking with an incidence of the commission
lower than average.
FTE Acronym of Full Time Equivalent, staff calculation for
the hours effectively worked and/or paid by the Group.
Home Banking Banking service addressing households which
envisages the possibility of carrying out banking
transactions directly from the user’s domicile, via online
connections.
ICAAP Acronym of Internal Capital Adequacy Assessment
Process, internal corporate process for the assessment
of the capital adequacy envisaged by EU legislation on
a consistent basis with the matters indicated by the New
Basel Agreement on Capital (so-called “Basel II”).
Impairment Test Test envisaged by the IFRS standards relating to any
reductions in the value of the balance sheet assets.
Investment Banking Brokerage activities for the purchase/sale of financial
instruments and portfolio management activities carried
out together with or separately from the same.
IPV Acronym of independent price verification, process
used for the classification of the financial instruments.
Lifelong Learning Policy for promoting permanent training and learning.
LPAC transactions Specialized loans linked to leverage finance (loans for
acquisitions using leverage finance), project finance
(loans for industrial projects), aircraft finance (aircraft
loans), commodity finance (loans in the raw materials
sector).
Tier I capital The paid-in capital, the reserves, the innovative capital
instruments and the net profit for the period make up
the capital elements of primary quality. These are
joined by the positive “prudential filters” of Tier I
capital. The total of the afore-mentioned elements, net
of shares or treasury stock, intangible assets, the loss
for the period and that registered in previous periods, as
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well as the negative “prudential filters” of Tier I capital,
make up the “Tier I capital”. The Bank of Italy may
request that other elements are deducted which, due to
their characteristics, may lead to a “diluting” of the Tier
I capital. For greater details, see the Instructions for the
compilation of the reporting on the Regulatory capital
and on the prudent ratios issued by the Bank of Italy.
Regulatory Capital or Total Capital The capital of the banks valid for regulatory legislation
purposes, represented by the sum of the Tier I capital –
allowed in the calculation without any limit – and the
Tier 2 capital, which is allowed up to the maximum
limit of the Tier I capital less, involving specific and
detailed methods, the equity investments and the
shareholdings held in other banks and/or financial
institutions. The Bank of Italy, in the Regulatory
Instructions and in the Instructions for the compilation
of the reporting of the Regulatory Capital and on the
prudent ratios, indicates detailed limits and methods for
the calculation of the Regulatory Capital. For greater
details, see the Instructions for the compilation of the
reporting of the Regulatory Capital and on the prudent
ratios issued by the Bank of Italy.
Tier II capital The valuation reserves, the innovative capital
instruments not calculated in the Tier I capital, the
hybrid equity-linked instruments, the subordinated
liabilities, the implicit net capital gains on equity
investments, and the other positive elements represent
the secondary capital elements. These are joined by the
positive “prudential filters” of the Tier II capital. The
total of the afore-mentioned elements, less the implicit
net capital losses on equity investments, the other
negative elements and the negative “prudential filters”
of Tier II capital represent the Tier II capital. For
greater details, see the Instructions for the compilation
of the reporting on the Regulatory capital and on the
prudent ratios issued by the Bank of Italy.
Plain Vanilla Transaction Transactions with a simple financial structure lacking
derivative components, which lead to the issuer’s
obligation to reimburse the investor 100% of the
notional value on maturity together with the payment of
interest calculated in accordance with a specific
calculation method.
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PPA Acronym of Purchase Price Allocation, it indicates,
within the sphere of application of IFRS 3 and, in
greater detail, within the sphere of accounting using the
purchase cost method (“Purchase Method”):
(a) the statement in the purchaser’s financial
statements, as of the date of acquisition, of the
fair value of the net assets of the companies
acquired, even if not recorded previously in
their financial statements; and
(b) any positive (negative) excess/deficit between
the (i) purchase cost and (ii) the fair value of
the net assets acquired, recorded in the
purchaser’s financial statements as goodwill.
Pricing Mechanism which proposes to quantify the price or the
value of the credit or the product, to be paid by the
debtor, the transferee or the purchaser of the same, as
well as to establish the discount policies and those for
modelling the calculation of this quantification.
Although this mechanism can be used as leverage for
increasing the profitability of the company, it must in
any event lead to a definition of a price suitable for
covering the cost of the funding; the operating costs
associated with the approval process; the anticipated
loss and that not anticipated, taking into account a
profitability target for the capital employed.
Private Banking Offer of personalized and high quality/complexity
services addressing a limited number of customers with
complex financial needs and funds.
Project Finance Technique which is used to finance industrial projects
on the basis of a forecast of the cash flows generated by
the same. The review is based on a series of
assessments which differ from those generally
established for the analysis of the ordinary credit risks.
These assessments include not only the analysis of the
cash flows but also the technical review of project, the
suitability of the sponsors who are committed to
achieving it, and the markets the product is placed on.
RMBS Acronym of Residential Mortgage Backed Securities.
ABS type securities characterized by the fact that the
underlying assets are residential mortgage loans.
- 20 -

RWA (Risk-weighted asset) Value weighted for the risk relating to the assets on and
off the balance sheet. According to the type of asset, the
risk is calculated by means of use of internal methods
(validated by the supervisory authorities) or
standardized methods. The assets included among riskweighted
assets and the related weighting criteria are
detailed in the “New prudent supervisory provisions for
Banks” (Circular No. 263 dated December 27, 2006
and subsequent amendments).
Ponzi scheme Fraudulent economic model for the sale of financial
investments which promises victims high profits.
Despite this model having adopted various forms over
time, the typical characteristics are: (i) the promise to
investors of high profits over the short term; (ii) scant
transparency regarding the nature of the investment;
(iii) an offer made to a public which is not competent
with regard to financial matters. In practice, the party
who resorts to a Ponzi Scheme offers his investors
periodic coupons or payments, fed by payments made
by new parties involved in the con so that, attracted by
the large profits expected, other parties are also willing
to invest and fuel the system. The final outcome of a
Ponzi scheme is that at a certain point the system will
no longer be able to make the periodic payments and/or
repay the capital to the investors.
Stress-testing Process for carrying out stress tests or quantitative and
qualitative techniques via which the banks assess their
vulnerability to exceptional but plausible events
Tier I Ratio The ratio between the Tier I and risk-weighted assets
(RWA).
Total Capital Ratio The ratio between the Total Capital and risk-weighted
assets (RWA).
US Subprime Loans disbursed – typically on the US market – to
counterparts characterized by past difficulties in
servicing the debt such as episodes of delayed
payments, insolvency or bankruptcy, or who present a
higher than average probability of default, due to a high
instalment/income or debt/guarantee ratio.
Wealth Management Activities which include Asset Management and
insurance activities (life business).
- 21 -

SUMMARY NOTE
This Summary Note briefly presents the risks and the essential features associated with the Issuer and
the Shares forming the subject matter of the Offer.
For the purpose of correctly appraising the investment, the investors are invited to assess the
information contained in this Summary Note together with the risk factors indicated in the specific
Section present at the start of the Prospectus and the remaining information contained in said
Prospectus.
In detail:
(a) the Summary Note should be read as an introduction to the Prospectus;
(b) any decision, made by the investors, to invest in the Shares forming the subject matter of the
Offer under Option, must be based on the complete examination of the entire Prospectus;
(c) if legal action is brought before the Legal Authorities regarding the information contained in
the Prospectus, the investor/plaintiff may be obliged, in accordance with national legislation
applicable to said petition, to incur the costs for the translation of the Prospectus before starting
the procedure;
(d) civil liability is incumbent on those who have presented the Summary Note, including its
possible translation, but only if the Summary Note is misleading, inaccurate, or inconsistent if
read together with the other parts of the Prospectus.
Reference to Sections, Chapters and Paragraphs refer to Sections, Chapters and Paragraphs of the
Prospectus.
(A) Risk factors
With regard to the investment forming the subject matter of the Offer, the risk factors which must be
considered before making any related decision are listed below. For a description of the same,
reference should be made to the First Section, Chapter 4 of the Prospectus.
Risk factors relating to the Issuer and the Group it heads up
(a) Risks associated with the impact of the current uncertainties of the macro-economic context on
UniCredit Group performance;
(b) Risks of diluting the ROE;
(c) Risks associated with the assessment using financial models based on assumptions, opinions
and estimates on the assets held by the UniCredit Group;
(d) Risks associated with the losses in value on goodwill (so-called impairment test);
(e) Risks associated with information reconstructed in the Prospectus;
(f) Operations carried out by means of structured credit products;
(g) Credit risk;
- 22 -

(h) Counterpart risk;
(i) Risks associated with leveraged finance activities and investments attributable to private
equity and hedge fund sectors;
(j) Risks associated to the exposure to the trend of the real estate sector
(k) Risks associated to the loan activities in the naval sector
(l) Risk Management;
(m) Risks associated with limiting the voting right present in the Issuer’s Article of Association
provisions;
(n) Risks associated with legal proceedings underway, with possible class actions and measures
taken by the supervisory authorities;
(o) Risks associated with surveys relating to cross-border transactions;
(p) Risks associated with the ratings assigned to the Issuer and to subsidiary companies;
(q) Risks associated with activities of the UniCredit Group in CEE countries;
(r) Risks associated with activities of the UniCredit Group in Kazakhstan;
(s) Risks associated to the implementation of the project relevant to the transformation of the
organisational structure of the Group
(t) Operating risks and those relating to the management of the IT systems;
(u) Risks associated with activities of the UniCredit Group in forecast and pre-eminence
declarations;
(v) Inclusion of the financial information by means of reference.
Risk factors relating to the sector of activities and the markets on which the Issuer and the
UniCredit Group operate
(a) Characteristic risks of banking and financial activities;
(b) Risks associated with the competition in the banking and financial sector;
(c) Risks associated with the evolution of the regulation of the banking and financial sector;
(d) Risks associated with the reduction of the support for the liquidity of the system by
governments and central authorities;
(e) Risks associated with a possible deterioration in the loan quality in the activity sectors and on
the markets where the Issuer operates;
(f) Risks associated with raising liquidity and long-term loans.
Risks factors relating to the Shares forming the subject matter of the Offer
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(a) Risks relating to the available nature and volatility of the Shares;
(b) Guarantee commitments and risks associated with the partial execution of the capital
increase;
(c) Risks associated with the performance of the option rights market;
(d) Diluting effects;
(e) Exclusion of the markets on which the Offer is not permitted.
(B) Information on the Issuer
The Issuer
The Issuer is a joint-stock company founded in Genoa, Italy under private deed drawn up on April 28,
1870, with a duration until December 31, 2050, registered offices in Via A. Specchi 16, Rome, Italy
and Head Offices in Piazza Cordusio 2, Milan, Italy, enrolled in the Rome Companies’ Register under
No. 00348170101. The Issuer is also enrolled in the Register of Banks and is the parent company of
the UniCredit Banking Group, enrolled in the Register of Banking Groups, No. 3135.1, and is a
member of the Interbank Guarantee Fund.
Issued share capital
As of the Date of the Prospectus, the Issuer’s share capital, fully subscribed and paid in, amounted to
€8,389,869,514.00, divided up into (i) 16,755,500,045 ordinary shares with a par value of €0.50 each
and into (ii) 24,238,983 savings shares with a par value of €0.50 each.
Corporate purpose
Pursuant to Section 4 of the Articles of Association, the purpose of the Bank:
“is to engage in deposit-taking and lending in its various forms, in Italy and abroad, operating
wherever in accordance with prevailing norms and practice. It may execute, while complying with
prevailing legal requirements, all permitted transactions and services of a banking and financial
nature. In order to achieve its corporate purpose as efficiently as possible, the Bank may engage in
any activity that is instrumental or in any case related to the above. The Bank, in compliance with
current legal provisions, may issue bonds and acquire shareholdings in Italy and abroad”.
History and growth of the Issuer and the Group
UniCredit (formerly Unicredito Italiano S.p.A.) and the Group of companies with the same name
which the latter heads up came about as a result of the merger, in October 1998, between the then
Credito Italiano S.p.A., founded in 1870 under the name of Banca di Genova, and Unicredito S.p.A.,
the latter the holding company which held the controlling equity investments in Banca CRT, CRV and
Cassamarca. As a result of this merger, the Credito Italiano Group and the Unicredito Group pooled
the strength of their respective products and the complementary nature of the geographic coverage for
the purpose of more effectively competing on the banking and financial services markets both in Italy
and in Europe, thereby creating the UniCredit Group.
- 24 -

Since its creation, the Group has continued to expand in Italy and in Eastern European countries, both
via buy-outs and via systematic growth, also consolidating its roles in sectors of important significance
outside Europe, such as the asset management sector in the USA.
This expansion was recently characterized, particularly:
• by the merger with the HVB Group, achieved by means of a public exchange offer furthered by
UniCredit on August 26, 2005 so as to take over control of HVB and the companies it headed up.
Following this offer, finalized during 2005, UniCredit in fact acquired a holding of 93.93% in
HVB’s share capital;
• by the merger with the Capitalia Group, achieved by means of merger through incorporation of
Capitalia within UniCredit, which became effective as from October 1, 2007.
For greater information on the history and progress of the Issuer and the Group, reference should be
made to the First Section, Chapter 5, Paragraph 5.1.5.
Group structure
The Issuer is the parent company of the UniCredit Group and carries out joint policy, governance and
control functions vis-à-vis the subsidiary banking, financial and operating companies, in addition to
banking activities.
The Issuer, as a bank which carries out the management and co-ordination activities for the UniCredit
Banking Group as per Article 61.4, of the TUB, issues – when exercising the management and coordination
activities – instructions to the components of the UniCredit Banking Group, and thus also
for the execution of the instructions imparted by the supervisory authorities and in the interests of the
stability of said Banking Group.
The staff organization chart of the main UniCredit Banking Group companies as of the Date of the
Prospectus is as follows.
- 25 -

- 26 -

For greater information on the UniCredit Group’s organizational structures, reference should be made
to the First Section, Chapter 7.
Overview of the activities
The UniCredit Group is a leading global financial group with a deep-rooted presence in 22 countries,
via representative offices and branches on 28 international markets and a total of 179,047 employees
(corresponding to 166,421 FTE) as of September 30, 2009.
The Group enjoys a position of primary importance in terms of the number of branches in Italy, as a
well as a consolidated presence in some of the richest geographic areas in Western Europe (such as
Germany and Austria), and covers a role of primary standing in terms of total assets in many of the 19
CEE countries in which it operates.
As at December 31, 2008, the UniCredit Group held a market share in terms of branches equating to
(i) 14.7% in Italy 1 , (ii) 2.1% in Germany 2 , via HVB, and (iii) 6.6% in Austria 3 , via BA.
In the financial year closed as at December 31, 2008, the UniCredit Group generated revenues for
€26,866 million, 41% of which attributable to the Retail sector, 24% to CIB, 26% to CEE and
Poland’s Markets, 5% to Private Banking and 4% to Asset Management. In detail, during the financial
year closed as at December 31, 2008, Italy contributed 44% to the total revenues of the UniCredit
Group, Germany 15%, CEE countries 18%, Austria 10% and Poland 8%.
As at September 30, 2009, the UniCredit Group had generated revenues for the first nine months of the
year amounting to €21,129 million, leading to net profit of €1,331 million.
Furthermore again as at September 30, 2009, with total assets of €958 billion, the Group developed
more than €590 billion in direct deposits from customers and securities and total loans to customers
amounting to €565 billion.
The UniCredit Group’s asset portfolio is widely diversified by sector and geographic area – with a
strong focus on commercial banking activities – and includes loan brokerage activities, asset
management (asset management and private banking), brokerage on international financial markets
(sales & trading), investment banking, leasing, factoring and bancassurance activities (the distribution
of insurance products via its branches).
The organizational structure of the UniCredit 4 Group is based on three Strategic Business Areas coordinated
by three different Deputy CEOs. The SBA are: (i) Retail; (ii) Corporate & Investment
Banking and Private Banking; and (iii) Global Banking Services. CEE and Poland’s Markets are
subject to a project for the implementation of a structure by sector of activities (so-called
divisionalization) currently being achieved. The head of this sector and that of the Asset Management
activity sector, which manages the related activities for the entire Group, are directly headed up by the
Chief Executive Officer.
1 Source: UniCredit processing on Bank of Italy figures.
2 Source: UniCredit processing on Bundesbank figures.
3 Source: UniCredit processing on Oesterreichische Nationalbank (OeNB) figures.
4 For greater details on the organizational structures, see the following Paragraph 6.2 of this Chapter.
- 27 -

Main activities
The Group’s main activities divide up into the following activity sectors:
(i) Retail, which, from an organizational standpoint, is one of the three Strategic Business Areas
via which the Group operates;
(ii) CIB, which, from an organizational standpoint, is part of the Corporate & Investment Banking
and Private Banking Strategic Business Area;
(iii) Private Banking, which, from an organizational standpoint, is part of the Corporate &
Investment Banking and Private Banking Strategic Business Area;
(iv) Asset Management;
(v) CEE and Poland’s Market.
For greater details on the breakdown of the Group’s organizational structure, see the following
Paragraph 6.2 of Chapter 6 of the First Section.
The tables presented below identify the main economic figures of the UniCredit Group relating to the
various sectors of activities regarding the nine months as at September 30, 2009, as at September 30,
2008 and the financial years closed as at December 31, 2008, 2007 and 2006.
For comparative purposes, on a consistent basis with the statement criteria adopted in Chapter 9 to
which reference is made for further details, the income statement figures as at December 31, 2007
shown in the tables are those reconstructed, or rather inclusive of the Capitalia Group for the entire
financial year despite the merger transaction having been completed on October 1, 2007.
OPERATING INCOME
(millions of €) 09.30.2009 09.30.2008 12.31.2008 12.31.2007
reconstructed
12.31.2006
Retail 1 7,565 8,787 10,925 10,921 7,729
CIB 2 7,790 5,376 6,466 9,223 7,984
Ex Corporate
Banking
6,332 5,994 4,889
Ex Markets &
Investment Banking
134 3,229 3,095
Private Banking 3 587 704 1,414 1,509 1,067
Asset Management 524 875 1,088 1,578 1,332
CEE and Poland’s
Markets
4,711 5,140 6,919 5,523 4,931
Parent Company and
other companies 4
(48) (101) 54 748 421
Total 21,129 20,781 26,866 29,502 23,464
1
As from 2009, the Retail area also includes the Business Line Asset Gathering, previously included within Private Banking. The
comparative figure as of September 30, 2008 was constructed on the same basis.
2
The financial information relating to the CIB activities sector for the 9-month period ended as at September 30, 2008 was taken from the
consolidated interim report as at September 30, 2009 for the purpose of which they were re-defined for comparative purposes. The
financial information relating to CIB for the financial years ended as at December 31, 2008, 2007 and 2006 is taken as the mere sum of the
figures referring to the former Corporate Banking and Markets & Investment Banking sectors as indicated and taken from the financial
statements for the related financial years. This information, shown exclusively for indicative purposes, does not include infragroup
cancellations and does not in any way represent the pro-forma figures relating to CIB as at December 31, 2008, 2007 and 2006 and
therefore, also taking into account a number of changes to the scope of policies which took place in 2009, is not directly comparable with
the financial information as at September 30, 2009 and September 30, 2008.
3
As from 2009, the Retail area also includes the Business Line Asset Gathering, previously included within Private Banking. The
comparative figure as of September 30, 2008 was constructed on the same basis.
4
The figures relating to the Issuer and other companies include the cancellations and consolidation adjustments.
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OPERATING PROFIT
(millions of €) 09.30.2009 09.30.2008 12.31.2008 12.31.2007
reconstructed
12.31.2006
Retail 1 2,263 3,101 3,606 3,594 2,509
CIB 2 5,313 2,774 3,006 5,637 4,790
Ex Corporate
Banking
4,293 4,019 3,238
Ex Markets &
Investment
Banking
(1,287) 1,618 1,552
Private Banking 3 187 291 522 614 349
Asset Management 173 482 580 926 716
CEE and Poland’s
Markets
2,638 2,721 3,626 2,822 2,380
Parent Company and
other companies 4
(966) (1,106) (1,166) (247) (538)
Total 9,608 8,263 10,174 13,346 10,206
1
As from 2009, the Retail area also includes the Business Line Asset Gathering, previously included within Private Banking. The
comparative figure as of September 30, 2008 was constructed on the same basis.
2
The financial information relating to the CIB activities sector for the 9-month period ended as at September 30, 2008 was taken from the
consolidated interim report as at September 30, 2009 for the purpose of which they were re-defined for comparative purposes. The
financial information relating to CIB for the financial years ended as at December 31, 2008, 2007 and 2006 is taken as the mere sum of the
figures referring to the former Corporate Banking and Markets & Investment Banking sectors as indicated and taken from the financial
statements for the related financial years. This information, shown exclusively for indicative purposes, does not include infragroup
cancellations and does not in any way represent the pro-forma figures relating to CIB as at December 31, 2008, 2007 and 2006 and
therefore, also taking into account a number of changes to the scope of policies which took place in 2009, is not directly comparable with
the financial information as at September 30, 2009 and September 30, 2008.
3
As from 2009, the Retail area also includes the Business Line Asset Gathering, previously included within Private Banking. The
comparative figure as of September 30, 2008 was constructed on the same basis.
4
The figures relating to the Issuer and other companies include the cancellations and consolidation adjustments
GROSS PROFIT
(millions of €) 09.30.2009 09.30.2008 12.31.2008 12.31.2007
reconstructed
12.31.2006
Retail 1 720 2,206 2,807 1,949 1,343
CIB 2 1,403 1,504 805 5,039 3,902
Ex Corporate
Banking
2,991 2,955 2,367
Ex Markets &
Investment
Banking
(2,186) 2,084 1,535
Private Banking 3 175 311 511 584 330
Asset Management 179 503 599 934 667
CEE and Poland’s
Markets
1,336 2,417 3,131 2,486 2,050
Parent Company and
other companies 4
(1,133) (1,325) (2,395) (482) (82)
Total 2,680 5,616 5,458 10,510 8,210
1
As from 2009, the Retail area also includes the Business Line Asset Gathering, previously included within Private Banking. The
comparative figure as of September 30, 2008 was constructed on the same basis.
2
The financial information relating to the CIB activities sector for the 9-month period ended as at September 30, 2008 was taken from the
consolidated interim report as at September 30, 2009 for the purpose of which they were re-defined for comparative purposes. The financial
information relating to CIB for the financial years ended as at December 31, 2008, 2007 and 2006 is taken as the mere sum of the figures
referring to the former Corporate Banking and Markets & Investment Banking sectors as indicated and taken from the financial statements
for the related financial years. This information, shown exclusively for indicative purposes, does not include infragroup cancellations and
does not in any way represent the pro-forma figures relating to CIB as at December 31, 2008, 2007 and 2006 and therefore, also taking into
account a number of changes to the scope of policies which took place in 2009, is not directly comparable with the financial information as
at September 30, 2009 and September 30, 2008.
3
As from 2009, the Retail area also includes the Business Line Asset Gathering, previously included within Private Banking. The
comparative figure as of September 30, 2008 was constructed on the same basis.
4
The figures relating to the Issuer and other companies include the cancellations and consolidation adjustments.
- 29 -

As at September 30, 2009, loans to customers and customer deposits and securities issued by the
UniCredit Group amounted respectively to €565 billion (-7.7% with respect to the closing value as at
December 31, 2008) and €590 billion (-0.2% with respect to the closing value as at December 31,
2008).
For additional information, refer to the First Section, Chapter 6.
The main shareholders
According to the shareholders’ register, as supplemented by the communications received in
accordance with current legislation and other information available, the shareholders who as at the
date of 10 December 2009 held, directly or indirectly, ordinary shares representative of a percentage of
more than 2% of UniCredit’s share capital with the voting right were:
Shareholders Ordinary shares % of ordinary capital held
Mediobanca 1 991,211,860 2 5.916%
Cassa di Risparmio di Verona, Vicenza, Belluno
e Ancona Foundation 1
959,568,552 5.727%
Central Bank of Libya, of which:
728,019,024
4.345%
- directly
639,460,125
3.816%
- indirectly through Libyan Foreign Bank
88,558,899
0.529%
BlackRock Inc. (indirectly through Blackrock
Investment Management (UK) Limited)
637,245,466 3.803%
Carimonte Holding S.p.A. 1 528,667,846 3.155%
Cassa di Risparmio di Torino Foundation 1 527,777,185 3.150%
Allianz SE (indirectly through subsidiaries) 3 368,741,846 2.201%
1 Equity investment held directly.
2 967,564,061 shares restricted to service the CASHES are under beneficial interest in favour of UniCredit and pledge in favour of the
Bank of New York, issuer of the afore-mentioned loan; the voting right for these shares is suspended for the entire duration of the
beneficial interest. For greater details on the rights and obligations deriving from the beneficial ownership agreement, see the First
Section, Chapter 22, Paragraph 22.9.
3 Equity investment held indirectly via Allianz Finance II Luxembourg Sarl (0.826% of the ordinary share capital – 138,339,622 ordinary
shares), L.A. Vita (0.000% of the share capital with voting right – 59,296 ordinary shares), Generation Vie SA (0.001% of the ordinary
share capital – 103,459 ordinary shares), Arcalis SA (0.002% of the ordinary share capital – 342,893 ordinary shares), Assurances
Generales De France Vie SA (0.046% of the ordinary share capital – 7,681,065 ordinary shares), Assurances Generales De France Iart
SA (0.016% of the ordinary share capital – 2,730,990 ordinary shares), Allianz Life Luxembourg SA (formerly AGF Life Luxembourg)
(0.002% of the ordinary share capital – 367,723 ordinary shares), Allianz Belgium Insurance (0.004% of the ordinary share capital –
591,194 ordinary shares), Antoniana Veneta Popolare Vita S.p.A. (0.038% of the ordinary share capital – 6,413,046 ordinary shares), Rb
Vita S.p.A. (0.029% of the ordinary share capital – 4,847,798 ordinary shares) and Allianz S.p.A. (1,237% of the ordinary share capital –
207,264,760 ordinary shares).
Pursuant to Section 5 of UniCredit’s Articles of Association, no-one with the voting right can exercise
it, for any reason whatsoever, for a quantity of the Issuer’s shares greater than 5% of the share capital
with voting rights. For the purpose of calculating this threshold, account must be taken of the
shareholding of the parent company, individual or corporate body or company, all the subsidiaries –
direct or indirect – and associated companies, as well as the shares held via trust companies and/or
third parties and/or those for whom the voting right is assigned for any reason to a party other than the
owner; vice versa, account must not be taken of the shareholdings included in the portfolio of mutual
investment funds managed by subsidiary or associated companies.
Identity of the Directors, Statutory Auditors, senior executives and statutory auditors of UniCredit
Board of Directors
- 30 -

The members of the Board of Directors in office as of the Date of the Prospectus are indicated in the
following table.
Name and Surname Office Place and date of birth
Dieter Rampl 1 Chairman Munich (Germany), September 5, 1947
Luigi Castelletti 2 Acting Deputy Chairman Ferrara di Monte Baldo (VR), April 19,
1955
Farhat Omar Bengdara 1 Deputy Chairman Benghazi (Libya), September 27, 1965
Vincenzo Calandra Buonaura 2 Deputy Chairman Reggio Emilia, August 21, 1946
Fabrizio Palenzona 1 Deputy Chairman Novi Ligure (AL), September 1, 1953
Alessandro Profumo
Chief Executive Officer Genoa, February 17, 1957
Giovanni Belluzzi 2 Director Mirandola (MO), December 10, 1943
Manfred Bischoff 2 Director Calw (Germany), April 22, 1942
Enrico Tommaso Cucchiani 1 Director Milan, February 20, 1950
Donato Fontanesi 2 Director Castelnovo di Sotto (RE), January 30,
1943
Francesco Giacomin 2 Director San Polo di Piave (TV), August 2,
1951
Piero Gnudi 2 Director Bologna, May 17, 1938
Friedrich Kadrnoska 2 Director Vienna (Austria), June 28, 1951
Marianna Li Calzi 2 Director Campobello di Licata (AG), March 21,
1949
Salvatore Ligresti 2 Director Paternò (CT), March 13, 1932
Luigi Maramotti 2 Director Reggio Emilia, March 12, 1957
Antonio Maria Marocco 2 Director Rivoli (TO), September 15, 1934
Carlo Pesenti 2 Director Milan, March 30, 1963
Lucrezia Reichlin 2 Director Rome, August 14, 1954
Hans-Jürgen Schinzler 2 Director Madrid (Spain), October 12, 1940
Theodor Waigel 2 Director Ursberg – Oberrohr (Germany), April
22, 1939
Anthony Wyand 2 Director Crowborough (England), November
24, 1943
Franz Zwickl 2 Director Vienna (Austria), November 11, 1953
1
. Director in possession of the independence requisites established by Article 148 of the TUF.
2
. Director in possession of the independence requisites established by Article 148 of the TUF and Article 3 of the Self-imposed Code of
Conduct.
For further information on the members of UniCredit’s Board of Directors, reference should be made
to the First Section, Chapter 14, Paragraph 14.1.1.
Board of Statutory Auditors
The members of the Board of Statutory Auditors in office as of the Date of the Prospectus are
indicated in the following table.
Name and Surname Office Place and date of birth
Giorgio Loli Chairman Livorno, August 23, 1939
Gian Luigi Francardo Acting Auditor Genoa, July 13, 1932
Siegfried Mayr Acting Auditor Appiano (BZ), May 15, 1944
Aldo Milanese Acting Auditor Mondovì, (CN) January 27, 1944
Vincenzo Nicastro Acting Auditor Roma, February 22, 1947
Massimo Livatino Alternate Auditor Parma, August 5, 1964
Giuseppe Verrascina Alternate Auditor Aversa (CE), June 7, 1945
- 31 -

For further information on the members of UniCredit’s Board of Statutory Auditors, reference should
be made to the First Section, Chapter 14, Paragraph 14.1.2.
Senior management and other executives
The list of the Issuer’s senior executives and the office covered by the same within the Issuer as of the
Date of the Prospectus is presented below.
Name and Surname Office covered
Alessandro Profumo Chief Executive Officer and General Manager 1
Roberto Nicastro Deputy CEO and Deputy General Manager Head of Retail
Sergio Pietro Ermotti Deputy CEO and Deputy General Manager Head of CIB & PB
Paolo Fiorentino Deputy CEO and Deputy General Manager Head of GBS
Nadine Faruque General Counsel & Group Compliance Officer
Federico Ghizzoni Head of CEE Banking Operations
Karl Guha Chief Risk Officer
Marina Natale Chief Financial Officer and executive appointed to draw up the accounting
documents
Salvatore Piazzolla Head of Human Resources
1 Role performed during his tenure as Chief Executive Officer
For further information on the members of UniCredit’s senior executives, reference should be made to
the First Section, Chapter 14, Paragraph 14.1.3.
External auditors
The external auditing firm appointed by UniCredit for the audit of the statutory and consolidated
financial statements for the years 2007-2012 is KPMG S.p.A., with registered offices in Via Vittor
Pisani 25, Milan, enrolled in the ordinary section of the Companies’ Register held at the Milan
Chamber of Commerce under No. 00709600159.
Employees
Total employees employed by the UniCredit Group in Italy and abroad as at September 30, 2009
numbered 179,047 5 .
For further information, reference should be made to the First Section, Chapter 17.
(C) Features relating to the Offer and indicative calendar
Features of the Offer
The shares forming the subject matter of the Offer originate from the Capital Increase resolved by the
extraordinary shareholders’ meeting of the Issuer on November 16, 2009.
The extraordinary shareholders’ meeting of the Issuer resolved the capital increase to be freed up by
means of a cash conferral for a maximum total amount of €4,000,000,000 – inclusive of any share
premium – to be carried out, also in splitable form, by June 30, 2010 via the issue of ordinary shares
with regular dividend rights and a unit par value of €0.50 each, to be offered under option to the
shareholders of ordinary shares and the holders of savings shares of the Company in accordance with
5 Equating to 166,421 FTE.
- 32 -

Article 2441, first, second and third sections, of the Italian Civil Code and, therefore to grant the Board
of Directors the widest powers to: (i) establish the issue price (inclusive of the share premium) with
reference to the theoretical ex-right price (or TERP) of ordinary UniCredit shares, calculated in
accordance with current methods, on the basis of the official stock exchange price on the stock
exchange day open prior to the determination of the issue price by the Board of Directors and possibly
discounted to the extent which will be established by the Board of Directors on the basis of the market
conditions prevailing at the time of the effective launch of the capital increase, it being understood that
the issue price of each ordinary share cannot in any event be less than its individual par value (€0.50);
(ii) determine – as a consequence of the matters envisaged (i) – the maximum number of newly-issued
shares as well as the allocation under option ratio; (iii) determine the timescale for the execution of the
capital increase resolutions, in particular for the launch of the offer of the option rights as well as the
subsequent offer on the market of the rights possibly un-opted at the end of the subscription period, in
observance of the deadline of June 30, 2010.
On January 7, 2010, the Company’s Board of Directors resolved to issue 2,516,889,453 newly-issued
ordinary shares, with the same characteristics as those in circulation, to be offered under option to the
shareholders at a price of €1.589 per share, of which €1.089 by way of share premium, at a ratio of 3
newly-issued shares for each 20 ordinary and/or savings share held, for a total equivalent value of
€3,999,337,340.82.
The equivalent value of the Offer is therefore €3,999,337,340.82 of which €1,258,444,726.50 by way
of capital and €2,740,892,614.32 by way of share premium.
The following table shows the essential information on the Offer.
Essential information
Total equivalent value of the Offer €3,999,337,340.82
Number of shares under Offer 2,516,889,453
Option ratio No. 3 of shares for each 20 ordinary and/or
savings share held
Offer Price €1.589 per Share
Par value per Share €0.50
Share premium per Share €1.089
Percentage of Company’s share capital represented by the shares
subject to the Offer under Option after the Capital Increase
(hypothesizing its full subscription)
13.04%
Number of shares of the Company after the Capital Increase 19,296,628,481
(hypothesizing its full subscription)
Post-Offer UniCredit share capital (hypothesizing its full €9,648,314,240.50
subscription)
For further details relating to the Offer, reference should be made to the Second Section, Chapter 5.
Beneficiaries and markets of the Offer
The Shares are offered under option to all the Company’s ordinary and savings shareholders.
Authorization to publish the Prospectus (as per the Consob memo, No. 10000709, dated January 7,
2010) is valid in Italy and, following the procedure pursuant to Article 11.1 of the Issuer’s
Regulations, in Germany and Poland. For the purposes of the procedures pursuant to Article 11.1 of
- 33 -

the Issuer’s Regulations, the Prospectus has been translated into English and the Summary Note into
German and Polish.
The Offer is therefore exclusively furthered on the Italian, German and Polish market on the basis of
the Prospectus without prejudice to the matters envisaged below for the offer to a number of
institutional investors abroad. The Offer addresses – without distinction and conditions being equal –
all the UniCredit shareholders without limitations or exclusions of the stock right, but it is not nor will
it be extended, directly or indirectly, to investors resident in the USA, Canada, Japan or Australia, as
well as in any other country in which this extension is not permitted in the absence of authorizations
by the competent authorities or applicable law or regulatory exemptions (jointly with the USA,
Canada, Japan and Australia, the “Excluded Countries”). Likewise, any subscription arriving from,
directly or indirectly, the USA, Canada, Japan or Australia, as well as from the Excluded Countries
were such subscription violates local legislation, will not be accepted.
The Offer is not, nor will it be promoted, or communicated, directly or indirectly, and cannot be
accepted directly or indirectly, in or by the Excluded Countries by any means, therefore not using
either the postal services nor any other communication instrument or national or international
commercial instrument (including therein, merely by way of example, the postal network, fax, telex, email,
telephone and internet) of the Excluded Countries, nor via any of the organized national markets
of the Excluded Countries, nor in any other way. Every subscription to the Offer made, directly or
indirectly, in violation of the limitations indicated above will be considered as invalid and will not be
accepted. Shareholders resident in the USA, Canada, Japan and Australia, and in the other Excluded
Countries, therefore, might not be able to exercise and/or sell the option rights in compliance with the
legislation which may be applicable to them. Therefore, these parties should avail themselves of
specific legal opinions on the subject before taking any action. The Issuer reserves itself the right not
to permit these parties to exercise and/or sell the afore-mentioned option rights, if it should discover
that this violates the laws and/or regulations applicable in other countries.
The Shares and the related option rights have not been nor will they be registered in accordance with
the United States Securities Act dated 1933, as subsequently amended and supplemented (the
“Securities Act”), nor in accordance with the corresponding legislative in force in the other Excluded
Countries.
UniCredit has also drawn up a disclosure document in English for the institutional offer (International
Offering Circular) intended: (i) in the USA, for ‘‘qualified institutional buyers’’ (‘‘QIBs’’), as defined
by Rule 144A adopted in pursuance of the Securities Act, by means of private placement as per
Section 4 (2) of the Securities Act and (ii) outside the USA, to institutional investors in compliance
with the matters envisaged by Regulation S issued in accordance with the Securities Act.
For further details, reference should be made to the Second Section, Chapter 5, Paragraph 5.2.1.
Method of subscribing to the Offer
Compliance with the Offer will take place by means of the subscription of forms draw up specifically
by the authorized brokers who are members of the Monte Titoli, Clearstream or NDS centralized
management system, who will contain at least the elements of identification of the Offer and the
following information reproduced using type which facilitates the reading thereof:
- 34 -

− notification that the investor can receive a copy of the Prospectus free-of-charge; and
− reference to the First Section, “Risk factors” contained in the Prospectus.
Applications to the Offer by subscribers in Germany or Poland will have to be communicated to
Monte Titoli via Clearstream or NDS, by 4.30 p.m. (Italian time) on the last day of the Option Period
or by 6.00 p.m. in the event the communications are made on-line.
A facsimile of the subscription form will also be available at the registered offices of the Issuer and at
the Head Offices, for the brokers who request as such.
The option rights will have to be exercised, under penalty of forfeiture, in the Option Period running
between January 11, 2010 and January 29, 2010, start and end dates included, in Italy and Germany
and between January 14, 2010 and January 29, 2010 in Poland, start and end dates included,
presenting a specific request to the authorized brokers who are members of the Monte Titoli,
Clearstream or NDS centralized management system.
It will be possible to trade the option rights on the MTA between January 11, 2010 and January 22,
2010 and on the Warsaw Stock Exchange between January 14, 2010 and January 22, 2010.
Option rights not exercised by January 29, 2010 inclusive will be offered on the MTA by the Issuers,
in accordance with Article 2441.3 of the Italian Civil Code.
The following table shows the Offer calendar.
Calendar Limits included
Option Period in Italy and Germany Between January 11, 2010 and January 29, 2010
Option Period in Poland Between January 14, 2010 and January 29, 2010
Trading period of the option rights in Italy Between January 11, 2010 and January 22, 2010
Trading period of the option rights in Poland Between January 14, 2010 and January 22, 2010
Communication of results of the Offer Within 5 working days of the close of the Offer
Payment and delivery of the Shares
Full payment for the Shares will have to be made at the time of subscribing the same, at the authorized
brokers where the subscription request was presented; no additional charge or cost is envisaged by the
Issuer to the charge of the applicant.
The Shares subscribed by the end of the Option Period will be made available on the accounts of the
authorised brokers who are members of the Monte Titoli on the same day, starting from February 1,
2010, in which the Company shall have evidence of the availability of the amounts paid for the
financial year, save eventual delays not depending on actions of the Company, the shares shall in any
case be made available to the assigns via the authorized brokers who are members of the Monte Titoli,
Clearstream or NDS centralized management system, by the tenth market day open after the end of the
Option Period.
By the end of the month subsequent to the expiry of the Option Period, the Issuer will offer any
unexercised stock options on the MTA for a least five stock market trading days, in accordance with
Article 2441.3 of the Italian Civil Code.
- 35 -

The Shares subscribed by the end of the stock exchange offer on the MTA, will be made available to
the assigns via the authorized brokers who are members of the Monte Titoli, Clearstream or NDS
centralized management system, by the tenth stock market trading day after the last deadline for
exercising the option rights acquired during the offer on the MTA, as per Article 2441.3 of the Italian
Civil Code.
Diluting effects
In the event of failure to fully exercise the option rights due to them and fully subscribe the Capital
Increase, the shareholders who do not subscribe the portion due to them will suffer a maximum
dilution of their investment, in percentage terms on the share capital, of 13.04%.
Reasons underlying the Offer under Option and use of the proceeds
The Capital Increase is aimed at enhancing the UniCredit Group’s asset endowment for the purpose of
raising the equity ratios to the level of those of the best competitors in the international and European
context, at the same time guaranteeing the Group the possibility of positioning itself in a favourable
manner on the market and seizing the opportunities deriving from future economic growth.
Even though the results of the tests carried out lead one to believe that the current asset endowment
should permit the Group to ensure observance of the current minimum regulatory requirements also in
the event of a so-called stressed scenario, the increase in the equity ratios consequent to the proposed
transaction would permit the Group to bring forward the alignment with the most stringent requisites
which the competent authorities deemed to set at the time of review of the regulations defined by the
Basel II agreements, as well as meet the expectations of the rating agencies.
Specifically, the expected impact of the Capital Increase on the Core Tier 1 Ratio and the Tier 1 Ratio
(net of estimated costs for the transaction) is equivalent to an increase of 85 basis points calculated on
the values as at September 30, 2009.
Subscription and guarantee commitments
Several shareholders of the Company (Fondazione Cassa di Risparmio di Torino, Fondazione
CRTrieste, Privatstiftung zur Verwaltung von Anteilsrechten, Fondazione Cassa di Risparmio di
Modena, Carimonte Holding S.p.A., Libyan Investment Authority, Central Bank of Libya, Allianz SE,
Allianz S.p.A., RB Vita S.p.A. and Allianz Investment Management Paris) have expressed their
commitment, in relation to the Company, to subscribe a portion of the Shares as part of the Capital
Increase.
Moreover, Merrill Lynch International, Credit Suisse Securities (Europe) Limited, Goldman Sachs
International, Mediobanca and UBS Limited, as well as BNP PARIBAS, Nomura International Plc
and Société Générale, have undertaken the commitment vis-à-vis UniCredit to subscribe, separately
and without any joint and several restriction, to any Shares which may remain unsubscribed at the end
of the Offer and the subsequent stock market offer carried out in accordance with Article 2441.3 of the
Italian Civil Code up to the maximum total amount of €4 billion.
For further details regarding the terms and conditions of the subscription and guarantee commitments,
reference should be made to the Second Section, Chapter 5, Paragraph 5.4.3.
(D) Significant accounting and financial information
- 36 -

Selected financial information on the UniCredit Group relating to the financial years as at December
31, 2006, 2007, 2008, as well as the nine-month periods ended as at September 30, 2008 and 2009, is
presented below:
The following tables concisely show:
• the main reclassified consolidated balance sheet figures of the UniCredit Group, referring to the
financial years ended as at December 31, 2006, December 31, 2007 and December 31, 2008 and as
at September 30, 2009;
• the reclassified consolidated income statement figures referring to the financial years as at
December 31, 2006, December 31, 2007 and December 31, 2008 as well as the reclassified
income statement figures referring to the nine-month period as at September 30, 2009 compared
with the same period in 2008.
MAIN CONSOLIDATED INCOME STATEMENT FIGURES
Annual figures
(millions of €) % change
RECLASSIFIED INCOME
STATEMENT FIGURES 2008 2007 2006 2007/2008 2006/2007
Net interest 19,385 14,843 12,860 30.6% 15.4%
Net fees and commission 9,093 9,430 8,348 -3.6% 13.0%
Trading, hedging and fair value income (1,980) 1,057 1,922 -287.3% -45.0%
Operating income 26,866 25,893 23,464 3.8% 10.4%
Operating costs (16,692) (14,086) (13,258) 18.5% 6.2%
Operating profit 10,174 11,807 10,206 -13.8% 15.7%
Net writedowns on loans and provisions
for guarantees and commitments (3,700) (2,152) (2,233) 71.9% -3.6%
Net profit from investments 218 1,533 1,184 -85.8% 29.5%
Profit before taxation from current
operations 5,458 9,350 8,210 -41.6% 13.9%
Net profit attributable to the Group 4,012 5,901 5,448 -32.0% 8.3%
The historic 2007 income statement differs from that published due to the completion of the PPA.
Data relating to the period January 1 – September 30
(millions of €) Period as at September 30 % change
RECLASSIFIED INCOME STATEMENT FIGURES 2009 2008 2008/2009
Net interest 13,508 14,129 -4.4%
Net fees and commission 5,666 7,003 -19.1%
Trading, hedging and fair value income 1,651 (730) n.s.
Operating income 21,129 20,781 1.7%
Operating costs (11,521) (12,518) -8.0%
Operating profit 9,608 8,263 16.3%
Net writedowns on loans and provisions for guarantees and
(6,245) (2,372) 163.3%
commitments
Net profit from investments 15 13 15.4%
Profit before taxation from current operations 2,680 5,616 -52.3%
The historic income statement as at September 30, 2008 differs from that published due to the completion of the PPA.
BALANCE SHEET FIGURES FOR 2009, 2008, 2007 and 2006
- 37 -

(millions of €)
RECLASSIFIED
BALANCE
% change
SHEET FIGURES 09.30.2009 12.31.2008 12.31.2007 2 12.31.2006 2008/2009 2007/2008 2006/2007
Total assets 957,709 1,045,612 1,021,835 823,284 -8.4% 2.3% 24.1%
Loans to customers
Customer deposits
565,457 612,480 575,063 441,320 -7.7% 6.5% 30.3%
and securities
of which Customer
590,103 591,290 630,239 495,255 -0.2% -6.2% 27.3%
deposits
of which Securities
381,746 388,831 390,401 287,979 -1.8% -0.4% 35.6%
issued
Deposits from
208,358 202,459 239,839 207,276 2.9% -15.6% 15.7%
banks 124,112 177,677 160,601 145,683 -30.1% 10.6% 10.2%
Loans to banks
Net interbank
97,288 80,827 100,012 83,715 20.4% -19.2% 19.5%
balance
Shareholders’
equity attributable
26,824 96,850 60,589 61,968 -72.3% 59.8% -2.2%
to the Group 59,300 54,999 57,690 38,468 7.8% -4.7% 50.0%
Managed assets 1 172,007 166,737 257,032 245,916 3.2% -35.1% 4.5%
1
Managed assets refer to the balances managed by the Asset Management activity sector.
2
The balances as at December 31, 2007 differ from those published in the consolidated financial statements as at December
31, 2007 due to:
- completion of the PPA;
- representation of transactions concerning leasing under construction and assets awaiting lease;
- transfer of the equity investment in Mediobanca. This transfer took place with reference to Mediobanca shares deriving
from Capitalia, on a consistent basis with the recorded evolution of the governance set-ups of the investee company. The
reclassification was carried out, also for the balances as at December 31, 2007, on a consistent basis with the reference
accounting standards.
The financial information presented above must be read in conjunction with Chapters 3, 9, 10 and 20
of the First Section of the Prospectus.
(E) Documents accessible to the general public
During the period of validity of the Prospectus, the following documents are available to the general
public at the registered offices of UniCredit in Via A. Specchi16, Rome, Italy, at the Head Offices in
Piazza Cordusio 2, Milan, Italy, and at the registered offices of Borsa Italiana, Piazza degli Affari 6
Milan, Italy during office hours and on business days, as well as on the UniCredit website
(www.unicreditgroup.eu):
• memorandum of association and Articles of Association of the Issuer;
• prospectus;
• statutory financial statements of the Issuer as at December 31, 2008, drawn up in compliance
with the IFRS;
• consolidated financial statements of the UniCredit Group as at December 31, 2008, drawn up
in compliance with the IFRS;
• statutory financial statements of the Issuer as at December 31, 2007, drawn up in compliance
with the IFRS;
• consolidated financial statements of the UniCredit Group as at December 31, 2007, drawn up
in compliance with the IFRS;
- 38 -

• statutory financial statements of the Issuer as at December 31, 2006, drawn up in compliance
with the IFRS;
• consolidated financial statements of the UniCredit Group as at December 31, 2006, drawn up
in compliance with the IFRS;
• consolidated interim report of the UniCredit Group as at June 30, 2008;
• consolidated interim report of the UniCredit Group as at June 30, 2009;
• consolidated quarterly report of the UniCredit Group as at September 30, 2008;
• consolidated management report of the UniCredit Group as at September 30, 2009;
• report on corporate governance as at December 31, 2008;
• the disclosure documents relating to the assignment of financial instruments to company
representatives, employees or collaborators, in compliance with the instructions pursuant to
Article 114 bis of the TUF; and
• internal dealing communications.
- 39 -

FIRST SECTION
- 40 -

1. PARTIES RESPONSIBLE
1.1 Parties responsible for information
The party responsible for the Prospectus is UniCredit S.p.A., with registered offices in Via A.
Specchi 16, Rome, Italy and Head Offices in Piazza Cordusio 2, Milan, Italy.
1.2 Declaration of responsibility
UniCredit declares that the Prospectus is compliant with the standard filed with the Consob on
January 8, 2010 and, having adopted all reasonable diligence for such purposes, declares that
the information contained in the same is - as far as it is aware – consistent with the facts and
does not present omissions capable of altering the sense thereof.
Since this is an offer under option pursuant to Article 2441, first, second and third paragraph of
the Italian Civil Code, there is no party responsible for placement and, therefore, the Guarantors
are not individuals responsible for the information in the Prospectus in accordance with
Regulation 809/2004/EC, attachment I, paragraph 1.
- 41 -

2. EXTERNAL AUDITORS
2.1 External Auditors of the Issuer
The Company’s shareholders’ meeting held on May 10, 2007 granted the firm KPMG S.p.A. -
with registered offices in Via Vittor Pisani 25, Milan, Italy, enrolled in the ordinary section of
the Companies’ Register at the Milan Chamber of Commerce under No. 00709600159, in
compliance with the matters envisaged by Italian Law No. 262 dated December 28, 2005 and
by the subsequent Italian Legislative Decree No. 303 dated December 29, 2006, as
subsequently amended - the appointment to audit the statutory financial statements of the Issuer
and the consolidated financial statements of the UniCredit Group, carry out a limited audit on
the consolidated interim report of the Group and check the due keeping of the corporate
accounts and the correct reporting of the operating events in the accounting records, until 2012.
The External Auditors also carried out the appointment to audit the individual financial
statements of the Issuer and the consolidated financial statements of the UniCredit Group and
to check the due keeping of the corporate accounts and the correct reporting of the operating
events in the accounting records for the financial years 2004-2006; this appointment had been
granted by the Company’s shareholders’ meeting held on 4 May 2004.
The balance sheet, income statement and financial figures as at December 31, 2007 and
December 31, 2008 were prepared on the basis of the figures taken from the consolidated
financial statements as at December 31, 2008 of the UniCredit Group, audited by the External
Auditors. The figures as at December 31, 2007 were taken from the consolidated financial
statements for the period ended as at December 31, 2008 since, following the completion of the
activities relating to the PPA mainly associated with the merger transaction with the Capitalia
Group, a number of balance sheet figures as at December 31, 2007 were re-calculated, relating
to the fair value of the assets and liabilities acquired. The figures as at December 31, 2007,
therefore, have not been audited but the methods for recalculating these figures and the
disclosure presented in the explanatory notes, with regard to the adjustments made, were
examined by the External Auditors for the purpose of expressing an opinion on the
consolidated financial statements for the period ended as at December 31, 2008, as indicated in
the report issued on April 9, 2009.
The consolidated balance sheet, income statement and financial figures of the UniCredit Group
for the financial year ended as at December 31, 2006 were prepared on the basis of the figures
taken from the consolidated financial statements as at December 31, 2006, audited by the
External Auditors.
The balance sheet, income statement and financial figures as at September 30, 2009 and the
income statement figures as at September 30, 2008 were taken from the consolidated interim
report as at September 30, 2009. The income statement figures as at September 30, 2008 were
taken from the consolidated interim report as at September 30, 2009, since this is the last
expression of the PPA activities associated with the merger transaction with the Capitalia
Group. The figures as at September 30, 2008 used for the purposes of the Prospectus were
therefore not audited, but the methods for re-calculating said figures, with regard to the
adjustments made, were examined by the External Auditors for the purpose of a limited audit
on the abridged consolidated financial statements as at September 30, 2009 and included in the
- 42 -

consolidated interim report as of the same date. The abridged consolidated financial statements
as at September 30, 2008 drawn up for the purposes of the “Prospectus related to the offer
under option to the shareholders and the admission to listing on the Electronic Equity
Stock Market (MTA) organized and managed by Borsa Italiana S.p.A., on the Frankfurt
Stock Exchange (Frankfurter Wertpapierbörse) and on the Warsaw Stock Exchange
(Gielda Papierów Wartościowych w Warszawie SA) of 972,225,376 ordinary UniCredit
S.p.A. shares” dated December 23, 2008, have been subject to a limited audit by the External
Auditors who issued their report on December 18, 2008.
The External Auditors issued their reports, with reference to the statutory and consolidated
financial statements for 2006, 2007 and 2008, on April 12, 2007, April 9, 2008 and April 9,
2009, respectively, and on the abridged quarterly consolidated financial statements as at
September 30, 2009, subject to a limited audit on 25 November 2009.
2.2 Information on relations with the External Auditors
Up until the Date of the Prospectus, no revocation was issued for the appointment granted by
the Issuer to the External Auditors, nor did the External Auditors relinquish said appointment.
- 43 -

3. SELECTED FINANCIAL INFORMATION
3.1 Introduction
The tables contained in this Chapter contain a summary of:
• the main reclassified consolidated balance sheet and financial figures of the UniCredit
Group, referring to the financial years ended as at December 31, 2008, December 31,
2007, December 31, 2006 and September 30, 2009,
• the reclassified consolidated income statement figures referring to the financial years
ended as at December 31, 2008, December 31, 2007, December 31, 2006 as well as the
reclassified income statement figures referring to the period of nine months ended as at
September 30, 2009 compared with the same period in 2008.
The reclassified consolidated balance sheet and income statement figures of the UniCredit
Group for the financial year ended as at December 31, 2006 shown in the following tables,
have been prepared on the basis of the figures taken from the consolidated financial statements
as at December 31, 2006, as audited by the External Auditors.
The reclassified consolidated balance sheet and income statement figures of the UniCredit
Group for the financial years ended as at December 31, 2007 and December 31, 2008 shown in
the following tables, have been prepared on the basis of the figures taken from the consolidated
financial statements as at December 31, 2008, as audited by the External Auditors.
The reclassified balance sheet, income statement and financial figures as at September 30, 2009
and September 30, 2008 were taken from the abridged consolidated financial statements as at
September 30, 2009 included in the Interim Management Report provided in the Appendix to
the Prospectus and available on the internet site www.unicreditgroup.eu. The abridged
consolidated financial statements as at September 30, 2009 were subject to a limited audit by
the External Auditors who issued their report on 25 November 2009.
The financial statements as at December 31, 2008, 2007 and 2006, drawn up on the basis of the
International Accounting Standards, in accordance with the matters laid down by the
Instructions of the Bank of Italy contained in Circular No. 262 dated December 22, 2005 and
subsequent updates, can be viewed in their full version at the registered offices of the Issuer and
on the website www.unicreditgroup.eu.
The reclassified figures as at December 31, 2007 were taken from the consolidated financial
statements for the period ended as at December 31, 2008 since, following completion of the
activities relating to the PPA mainly associated with the merger transaction with the Capitalia
Group, a number of balance sheet and income statement figures as at December 31, 2007 were
re-calculated, relating to the fair value of the assets and liabilities acquired. The figures as at
December 31, 2007, therefore, have not been audited but the methods for recalculating these
figures and the disclosure presented in the explanatory notes, with regard to the adjustments
made, were examined by the External Auditors for the purpose of expressing an opinion on the
consolidated financial statements for the period ended as at December 31, 2008, as indicated in
the report issued on April 9, 2009.
- 44 -

The reclassified income statement figures as at September 30, 2008 were taken from the
abridged consolidated financial statements as at September 30, 2009 included in the
consolidated interim report as at the same date, provided in the Appendix to the Prospectus and
available on the internet site www.unicreditgroup.eu, since this is the last expression of the
PPA activities associated with the merger transaction with the Capitalia Group. The figures as
at September 30, 2008 were therefore not audited, but the methods for re-calculating said
figures, with regard to the adjustments made, were examined by the External Auditors for the
purpose of a limited audit on the abridged consolidated financial statements as at September 30,
2009 and included in the consolidated interim report as of the same date. The abridged
consolidated financial statements as at September 30, 2008 drawn up for the purposes of the
“Prospectus related to the offer under option to the shareholders and the admission to listing
on the Electronic Equity Market (MTA) organized and managed by Borsa Italiana
S.p.A., on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and on the
Warsaw Stock Exchange (Gielda Papierów Wartościowych w Warszawie SA) of
972,225,376 ordinary UniCredit S.p.A. shares” dated December 23, 2008, have been subject to
a limited audit by the External Auditors who issued their report on December 18, 2008.
The balance sheet and income statement figures presented, refer to the reclassified statements.
The reconciliation between the items of the reclassified income statement and reclassified
balance sheet and the financial statement schedules is included in Chapter 9 of the Prospectus.
Main changes in the scope of consolidation from 2006 to 2009
The main changes in the scope of the UniCredit Group over the three-year period 2006-2009
are reported below. The balance sheet, income statement and financial information presented in
this Chapter refers to these changes. In general, the changes in question refer to the effects
deriving from integration with the HVB Group, carried out in 2005, the merger with the
Capitalia Group and the expansion of the Group, specifically in Central and Eastern European
countries. In particular:
• 2006
− Disposal of Splitska Banka, Uniriscossioni, 2S Banca and Banque Monegasque de
Gestion.
• 2007
− Merger of Capitalia into UniCredit.
− Acquisition, through foreign subsidiaries, of Planethome AG, Wealth Management
Capital Holding GMBH, Aton Group, and ATF Group.
− Disposal of Indexchange, HVB Payments & Services GMBH, LocatRent, and FMS
Bank.
• 2008
− Acquisition of the Ukrsotsbank Group.
- 45 -

− The 46 minor companies already controlled in 2007 but not consolidated (25 from the
HVB Group and 21 from the BA Group) enter the Group. Their weight on the total
consolidated assets is insignificant.
− Exit of the Bank BPH Group (following the integration of certain operations into the
Pekao Group), the Czech bank Hypostavebni Sporitelna AS, as well as Fondi
Immobiliari Italiani SGR S.p.A. (“Fimit”) and Communication Valley, part of the
former Capitalia Group.
• 2009
Changes in the scope of consolidation that occurred between December 2008 and
September 2009 refer to thirteen newly included companies in the Bank Austria subgroup,
ten in the HVB sub-group (amongst which Redstone Mortgages Plc) and an
additional two companies whose overall weight on total consolidated assets is
insignificant.
The financial information reported below must be read in conjunction with that reported
in Chapters 9, 10 and 20 of the Prospectus.
In light of the above, it is noted that the comparability of the data set forth below could be
limited, as it is influenced by the economic, equity and financial effects of the operations
described above and, in particular, by the merger with Capitalia, achieved on October 1,
2007.
Selected financial information of the UniCredit Group relating to the financial years
as at December 31, 2008, 2007, 2006 as well as the nine-month periods closed as at
September 30, 2009 and 2008
MAIN CONSOLIDATED INCOME STATEMENT FIGURES
Annual figures
(millions of €) % change
RECLASSIFIED INCOME
STATEMENT FIGURES 2008 2007 2006 2007/2008 2006/2007
Net interest 19,385 14,843 12,860 30.6% 15.4%
Net fees and commission 9,093 9,430 8,348 -3.6% 13.0%
Trading, hedging and fair value income (1,980) 1,057 1,922 -287.3% -45.0%
Operating income 26,866 25,893 23,464 3.8% 10.4%
Operating costs (16,692) (14,086) (13,258) 18.5% 6.2%
Operating profit 10,174 11,807 10,206 -13.8% 15.7%
Net writedowns on loans and provisions
for guarantees and commitments (3,700) (2,152) (2,233) 71.9% -3.6%
Net profit from investments 218 1,533 1,184 -85.8% 29.5%
Profit before taxation from current
operations 5,458 9,350 8,210 -41.6% 13.9%
Net profit attributable to the Group 4,012 5,901 5,448 -32.0% 8.3%
The historic 2007 income statement differs from that published due to the completion of the PPA.
Data relating to the period January 1 – September 30
(millions of €) Period as at September 30 % change
RECLASSIFIED INCOME STATEMENT FIGURES 2009 2008 2008/2009
Net interest 13,508 14,129 -4.4%
Net fees and commission 5,666 7,003 -19.1%
- 46 -

Trading, hedging and fair value income 1,651 (730) n.s.
Operating income 21,129 20,781 1.7%
Operating costs (11,521) (12,518) -8.0%
Operating profit 9,608 8,263 16.3%
Net writedowns on loans and provisions for guarantees and
commitments (6,2459 (2,372) 163.3%
Net profit from investments 15 13 15.4%
Profit before taxation from current operations 2,680 5,616 -52.3%
The historic income statement as at September 30, 2008 differs from that published due to the completion of the PPA and the
reclassifications of the economic results of private equity activities.
BALANCE SHEET FIGURES FOR 2009, 2008, 2007 and 2006
(millions of €)
RECLASSIFIED
BALANCE SHEET
% change
FIGURES 09.30.2009 12.31.2008 12.31.2007 2 12.31.2006 2008/2009 2007/2008 2006/2007
Total assets 957,709 1,045,612 1,021,835 823,284 -8.4% 2.3% 24.1%
Loans to customers
Customer deposits
565,457 612,480 575,063 441,320 -7.7% 6.5% 30.3%
and securities
of which Customer
590,103 591,290 630,239 495,255 -0.2% -6.2% 27.3%
deposits
of which Securities
381,746 388,831 390,401 287,979 -1.8% -0.4% 35.6%
issued 208,358 202,459 239,839 207,276 2.9% -15.6% 15.7%
Deposits from banks 124,112 177,677 160,601 145,683 -30.1% 10.6% 10.2%
Loans to banks 97,288 80,827 100,012 83,715 20.4% -19.2% 19.5%
Net interbank balance
Shareholders’ equity
attributable to the
26,824 96,850 60,589 61,968 -72.3% 59.8% -2.2%
Group 59,300 54,999 57,690 38,468 7.8% -4.7% 50.0%
Managed assets 1 172,007 166,737 257,032 245,916 3.2% -35.1% 4.5%
1
Managed assets refer to the balances managed by the Asset Management activity sector.
2
The balances as at December 31, 2007 differ from those published in the consolidated financial statements as at December 31, 2007 due to:
- completion of the PPA;
- representation of transactions concerning leasing under construction and assets awaiting lease;
- transfer of the equity investment in Mediobanca. This transfer took place with reference to Mediobanca shares deriving, from
Capitalia, on a consistent basis with the recorded evolution of the governance set-ups of the investee company. The reclassification
was carried out, also for the balances as at December 31, 2007, on a consistent basis with the reference accounting standards.
PERFORMANCE RATIOS
Annual figures
(millions of €)
PERFORMANCE
% change
RATIOS 09.30.2009 12.31.2008 12.31.2007 2 12.31.2006 2007/2008 2006/2007
Earnings per share 0.11 1 0.304 0.533 0.527 -43.0% 1.14%
ROE 1 4.0% 1 9.5% 16.8% 16.7% -7.3 0.1
Cost/income ratio
1
Annualised data
54.5% 62.1% 54.8% 56.5% 7.3 -1.7
2
The equity used for the ratio is the average for the period (excluding dividends to be paid out and valuation reserves on available-for-sale
assets and on cash-flow hedges), net of the goodwill recorded under assets following the acquisitions of HVB and Capitalia, carried out by
means of an exchange of shares and recorded in the accounts according to the rules of IFRS3.
3
The balances as at December 31, 2007 differ from those published in the consolidated financial statements as at December 31, 2007 due to:
- completion of the PPA;
- representation of transactions concerning leasing under construction and assets awaiting lease;
- transfer of the equity investment in Mediobanca. This transfer took place with reference to Mediobanca shares deriving, from
Capitalia, on a consistent basis with the recorded evolution of the governance set-ups of the investee company. The reclassification
was carried out, also for the balances as at December 31, 2007, on a consistent basis with the reference accounting standards.
The value of the basic and diluted earnings per share is shown below with reference to the
earnings referring to the entire financial year or with reference to September 30, 2009 and
December 31, 2008, 2007, 2006.
(millions of €) % change
EARNINGS PER
SHARE 09.30.2009 12.31.2008 12.31.2007 12.31.2006 2008/2009 2007/2008 2006/2007
Net profit attributable
to the Group
(thousands of €) 1,330,885 4,011,788 5,901,336 5,447,741 -66.8% -32.0% 8.3%
Average number of
shares in circulation 1 16,590,180,963 13,204,598,686 11,071,586,463 10,345,183,476 25.6% 19.3% 7.0%
- 47 -

Average number of
shares potentially diluted 4,861,862 10,058,850 20,454,351 28,112,988 -51.7% -50.8% -27.2%
Average number of
diluted shares 16,595,042,825 13,214,657,536 11,092,040,814 10,373,296,464 25.6% 19.1% 6.9%
Earnings per share (€) 0.080 0.304 0.533 0.527 -73.7% -43.0% 1.1%
Earnings per diluted
share (€) 0.080 0.304 0.532 0.525 -73.7% -42.9% 1.3%
1 Net of the average number of treasury shares, and increased by the number of shares deriving from the scrip issue pursuant to Article 2442 of the Italian Civil
Code, resolved by the extraordinary shareholders’ meeting held on April 29, 2009. The average number of shares in circulation must be increased by the number
of shares deriving from the scrip issue as if it had taken place at the start of the first period being presented (IAS 33, section 28).
INFORMATION ON THE ORGANIZATION FOR 2009, 2008, 2007 and 2006
% change
INFORMATION ON THE
ORGANIZATION 09.30.2009 12.31.2008 12.31.2007 12.31.2006 2008/2009 2007/2008 2006/2007
Employees 1 Employees (pro rata the
companies consolidated
166,421 174,519 169,816 137,197 -4.6% 2.8% 23.8%
proportionally) 156,232 163,991 159,949 127,731 -4.7% 2.5% 25.2%
Branches 2 9,892 10,251 9,714 7,357 -3.5% 5.5% 32.0%
1
FTE. In the figures indicated, the companies consolidated proportionally, including the Koç Financial Services Group, are 100% included.
The increase with respect to December 31, 2007 is attributable to the inclusion of Ukrsotsbank (9,670 units) and Infotech in Austria (658
units), since January 2008.
2
In the figures indicated, the companies consolidated proportionally, including the Koç Financial Services Group, are 100% included. The
increase with respect to December 31, 2007 is partly explained by the inclusion of Ukrsotsbank.
MAIN CONSOLIDATED CASH FLOW FIGURES
(millions of €) % change
FINANCIAL FIGURES 09.30.2009 12.31.2008 12.31.2007 12.31.2006 2008/2009 2007/2008 2006/2007
Net liquidity generated/absorbed
by operations (6,352) 6,506 15,271 11,795 -197.8% -57.4% 29.5%
Net liquidity generated/absorbed
by investment activities 2,404 (5,770) (8,364) (7,555) 141.7% 31.0% -10.7%
Net liquidity generated/absorbed
by funding activities 2,832 (3,665) (2,475) (2,096) 177.5% -48.1% -18.1%
Net liquidity
generated/absorbed in the
period (1,116) (2,929) 4,432 2,144 61.9% -166.1% 106.7%
Note that certain figures relating to December 31, 2007 although not changing the “Net liquidity generated/absorbed in the period” differ
from those published due to the PPA.
(millions of
€)
LOANS TO CUSTOMERS – LOAN QUALITY
The following table illustrates the summary information on cash loans to customers of the
UniCredit Group relating to the financial years/periods ended as at December 31, 2008,
2007, 2006 and as at September 30, 2009.
NON-
PERFORMING
LOANS
DOUBTF
UL
LOANS
LOANS TO CUSTOMER – LOAN QUALITY
RESTRUCTURED
LOANS
- 48 -
PAST-DUE
LOANS
TOTAL
IMPAIRED
LOANS
PERFORMING
LOANS
TOTAL
LOANS
Situation as
at
09.30.2009
Notional
value 32,835 13,152 4,205 3,306 53,498 541,375 594,873
as a
percentage
of total
gross loans 5.52% 2.21% 0.71% 0.56% 8.99% 91.01%
Write-downs 20,596 4,126 1,132 409 26,263 3,153 29,416
as a
percentage
of notional
value 62.70% 31.40% 26.90% 12.40% 49.10% 0.60%
Book value 12,239 9,026 3,073 2,897 27,235 538,222 565,457
as a
percentage
of total
loans 2.16% 1.60% 0.54% 0.51% 4.82% 95.18%
Situation as

at
12.31.2008
Notional
value 28,772 8,949 1,856 2,205 41,782 595,314 637,096
as a
percentage
of total
loans 4.52% 1.40% 0.29% 0.35% 6.56% 93.44%
Write-downs 18,308 2,772 593 281 21,954 2,662 24,616
as a
percentage
of notional
value 63.60% 31.00% 32.00% 12.70% 52.50% 0.40%
Book value 10,464 6,177 1,263 1,924 19,828 592,652 612,480
as a
percentage
of total
loans 1.71% 1.01% 0.21% 0.31% 3.24% 96.76%
Situation as
at
12.31.2007
Notional
value 27,759 5,937 1,654 1,856 37,206 561,879 599,085
as a
percentage
of total
loans 4.6% 1.0% 0.3% 0.3% 6.2% 93.8%
Write-downs 18,742 1,903 449 187 21,281 2,741 24,022
as a
percentage
of notional
value 67.5% 32.1% 27.1% 10.1% 57.2% 0.5%
Book value 9,017 4,034 1,205 1,669 15,925 559,138 575,063
as a
percentage
of total
loans 1.57% 0.70% 0.21% 0.29% 2.77% 97.23%
Situation as
at
12.31.2006
Notional
value 17,698 4,847 4,394 1,016 27,955 429,108 457,063
as a
percentage
of total
loans 3.9% 1.1% 1.0% 0.2% 6.1% 93.9%
Write-downs 10,886 1,259 1,388 146 13,679 2,064 15,743
as a
percentage
of notional
value 61.5% 26.0% 31.6% 14.4% 48.9% 0.5%
Book value 6,812 3,588 3,006 870 14,276 427,044 441,320
as a
percentage
of total
loans 1.5% 0.8% 0.7% 0.2% 3.2% 96.8%
1 Further to the instructions of the Bank of Italy, the representation of transactions concerning leasing under construction and assets awaiting lease was
changed. The figures also reflect the updating of the allocation of the purchase price relating to the merger transaction with the Capitalia Group.
REGULATORY CAPITAL AND SOLVENCY RATIOS as at September 30, 2009 and as at
December 31, 2008, 2007 and 2006
(millions of €) % change
REGULATORY CAPITAL 09.30.2009 12.31.2008 1 12.31.2007 12.31.2006 2 2009/2008 2008/2007 2007/2006
A Tier 1 Capital before prudential
filters 41,933 38,080 36,022 29,385 10.1% 5.7% 22.6%
B. Tier 1 Capital prudential filters (994) (1,453) (166) - -31.6% n.s n.s
B.1 Positive IAS/IFRS
prudential filters (+) - - - - n.s n.s n.s
B.2 Negative IAS/IFRS
prudential filters (-) (994) (1,453) (166) - -31.6% n.s. n.s
C. Tier 1 Capital gross of items to
be deducted (A+B) 40,939 36,627 35,856 29,385 11.8% 2.2% 22.0%
D. Items to be deducted from Tier
1 Capital 2,388 1,784 1,055 - 33.9% 69.1% n.s.
E. Total TIER 1 Capital (C+D) 38,551 34,843 34,801 29,385 10.6% 0.1% 18.4%
F. Tier 2 Capital before prudential
filters
20,286 21,963 23,264 18,717 -7.6% -5.6% 24.3%
G. Tier 2 Capital prudential
filters (133) - (908) (1,156) n.a. -100.0% -21.5%
- 49 -

G.1 Positive IAS/IFRS
prudential filters (+) - - - - n.s n.s n.s
G.2 Negative IAS/IFRS
prudential filters (-) (133) - (908) (1,156) n.s. -100.0% -21.5%
H. Tier 2 Capital gross of items to
be deducted (F+G) 20,153 21,962 22,356 17,561 -8.2% -1.8% 27.3%
I.
L.
Items to be deducted from
Tier 2 Capital
Total TIER 2 Capital (H+I)
2,124
18,029
1,784
20,178
1,055
21,301
-
17,561
19.1%
-10.7%
69.1%
-5.3%
n.s
21.3%
M. Items to be deducted from
N.
O.
Total Tier 1 and Tier 2
Capital
Regulatory Capital (E+L+M)
TIER 3 Capital
1,117
55,463
-
1,068
53,953
591
1,075
55,027
301
2,616
44,330
-
4.6%
2.8%
-100.0%
-0.7%
-2.0%
96.3%
-58.9%
24.1%
n.s
P. Regulatory Capital including
TIER 3 Capital (N+O) 55,463 54,544 55,328 44,330 1.7% -1.4% 24.8%
Core Tier I Ratio 7.55% 6.00% 5.52% 5.82% 1.55 0.48 -0.30
Tier I Ratio
Total regulatory capital/Total
8.39% 6.80% 6.24% 6.96% 1.59 0,56 -0.72
weighted assets 12.08% 10.64% 9.91% 10.5% 1.44 0.73 -0.59
Each Tier I and Tier II capital item includes both the portion attributable to the Group and that pertaining to third parties.
1
Data recalculated following the changes in capital.
2
With reference to December 31, 2006 the figures relating to the Tier I Prudential filters (items B. B.1 and B.2) where not indicated independently for
the purpose of determining the Tier I capital.
- 50 -

4. RISK FACTORS
- 51 -
RISK FACTORS
The transaction described in the Prospectus presents risk elements typical of an investment in
listed shares. For the purpose of a correct appreciation of the investment, investors are invited
to carefully appraise the following information. Specifically, indication is provided below of
the risk factors and/or critical elements relating to the Issuer and to the UniCredit Group
companies, the sector of activities in which said UniCredit Group operates, as well as the
financial instruments proposed, which will have to be taken into consideration before any
decisions to subscribe to the Offer.
The risk factors described must be read in conjunction with the other information contain in the
Prospectus
4.1 RISK FACTORS RELATING TO THE ISSUER AND THE GROUP IT HEADS
4.1.1 Risks associated with the impact of the current uncertainties of the macro-economic
context on UniCredit Group performance
The performance of the UniCredit Group is influenced by the situation of the financial
markets and the macro-economic context of the countries in which it operates. In
detail, over the last two years, the economic situation and the financial system at
global level disclosed considerable turbulence and uncertainties. The financial markets
started to reveal difficulties as from August 2007 and underwent a particularly
negative trend after the declarations of insolvency made by a number of leading
international financial institutions, which occurred as from September 2008, leading to
serious distortions in the financial markets worldwide, with problematic conditions
with regard to the levels of available liquidity, the possibility of resorting to credit and
the conditions for such recourse at international banking system level. This situation
also led to significant tension within the sphere of the ordinary activities of many
leading multi-national commercial banks, investment banks and insurance companies,
some of which are counterparts of the UniCredit Group. In response to the instability
and the lack of liquidity on the market, certain nations, including a number of EU
member nations and the USA, intervened injecting liquidity and capital into the
system, with the aim of stabilizing these financial markets and, in some cases, for the
purpose of preventing the insolvency of financial institutions, requesting, and in some
cases participating in, the recapitalization of a number of financial institutions. Despite
such measures, the extraordinary volatility and turbulence of the capital and credit
markets continued, albeit mitigated in some cases, during the second and third quarter
of 2009, accompanied furthermore by economic recession in many world economies.
In this macroeconomic context, the recent developments cannot be ignored that
involved the sovereign debt of countries such a Greece and Spain and the indebtedness
of an important economic-financial operator in Dubai. It is forecasted that these
developments could have a negative effect on the revenue deriving from trading
activities and Group transactions in the capital markets sector.
The widespread and serious deterioration in the world economies led, among other
things, to a decrease in consumer confidence vis-à-vis the financial institutions, a rise
in unemployment levels, the liquidity crisis of the market and a general decrease in

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RISK FACTORS
demand for financial services, which meant a slowdown in Group activities for
UniCredit, along with an increase in finance costs, a decrease in share prices and the
value of the assets, as well as additional costs deriving from writedowns and
depreciations, with a decrease in profitability (see First Section, Chapters 9 and 20).
Despite a number of recent macro-economic forecasts having been reviewed
positively, there are no certainties with regard to the economic pick-up and in the
event that a further deterioration in the global economic situation or in the countries in
which it operates should come about in the future or the economic pick-up is modest,
the UniCredit Group could suffer further negative consequences with regard to its
operating results and its balance sheet, income statement and financial situation.
Furthermore, the UniCredit Group, despite limited exposure to the risks deriving from
recent instability and from the injections of public capital into financial institutions, is
in any event exposed to the risk of losses if financial institutions or other lending
counterparts become insolvent or in any event are not in a position to meet their
obligations. The performance of the UniCredit Group could also be influenced by the
impossibility of recouping the value of its assets in percentage terms consistent with
its historic recovery estimates, which could in fact emerge as inaccurate in the
changed market context.
A number of specific risk factors are illustrated below, associated in particular with
the fluctuation in interest rates, exchange rates and financial market trends,
particularly affected by the current global financial scenario and on which, what is
more, the UniCredit Group’s results depend.
(a) Risks associated with the fluctuation in interest rates
The performances of the UniCredit Group are influenced by the trend and by the
fluctuation in interest rates in Europe and on other markets in which the
UniCredit Group carries out its activities. In detail, the results of banking and
finance transactions depend on the handling of the exposure to the interest rates
of said UniCredit Group, in other words the relationship existing between the
changes in the interest rates of the reference markets and those of the net interest
income. Any misalignment between interest income accrued by the Group and
interest expense payable by the same (in the absence of suitable instruments for
protecting against this misalignment), could have significant effects on the
financial position and the Group’s operating results.
For further information, reference should be made to the matters described in the
First Section, Chapter 9, of the Prospectus.
(b) Risks associated with exchange rates
A significant part of the UniCredit Group’s activities are carried out in
currencies other than the Euro and mainly in currencies used in CEE countries
and in US dollars (USD). This exposes the UniCredit Group to risks associated
with changes in exchange rates and the monetary market.

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RISK FACTORS
Since the financial statements and the interim reports of the UniCredit Group are
draw up in Euro, the Issuer carries out the necessary currency conversions in
compliance with the applicable accounting standards. In detail, the Issuer and/or
other companies in the UniCredit Group implement – with reference to the main
subsidiary companies not belonging to the Euro area – a policy for the economic
hedging of profits being generated, as well as the dividends relating to the
previous year, in this latter case with regard to the period between the end of the
financial year and the payment of said dividends. This hedging policy involves
the use of derivative exchange rate products targeted at immunizing against the
fluctuations in the Euro/local currency exchange rate.
Any negative change in the exchange rates could however have effects on the
balance sheet, income statement and/or financial situation of the UniCredit
Group.
For further information, reference should be made to the matters described in the
First Section, Chapter 9, of the Prospectus.
(c) Risks associated with financial market trends
The UniCredit Group’s results depend to a significant extent on the performance
of the financial markets. In particular, the unfavourable performance of the
financial markets influences: (i) the placement flows of the asset management
and administration products with consequent negative impacts on the levels of
placement fees received; (ii) the management fees due to the lower value of the
assets (direct effect) and due to the redemptions possibly induced by the
unsatisfactory performances (indirect effect); (iii) the operations of the markets
unit, with particular reference to the financial instrument placement and
brokerage activities; and (iv) the results of the banking portfolio and the trading
portfolio.
In conclusion, the volatility of the financial markets leads to a risk associated
with operations in the sectors of wealth management, brokerage and the other
activities remunerated via fees in the sectors in which the UniCredit Group is
active.
For further information, reference should be made to the matters described in the
First Section, Chapter 9, of the Prospectus.
4.1.2 Risks of diluting the ROE
The Capital Increase transaction could lead to a risk of dilution of the UniCredit
Group’s Return on Equity (ROE) in the periods after its execution. The UniCredit
Group’s annualized ROE as at September 30, 2009 came to 4%. The Capital Increase
will lead to an increase in shareholders’ equity which may not correspond to a
proportional rise in net profit, with a consequent decrease in ROE subsequent to
December 31, 2009.

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RISK FACTORS
4.1.3 Risks associated with the assessment using financial models based on
assumptions, opinions and estimates on the assets held by the UniCredit Group
In observance of the regulations laid down by the International Accounting Standards,
the UniCredit Group, in the consolidated interim management report as at September
30, 2009, took steps to value the assets by means of financial models also based on
assumptions, opinions and estimates, in particular on structured credit instruments in
the portfolio, which were characterized by a lack of liquidity during the year. For such
purposes, under the co-ordination of the Issuer’s Risk Management division, a
uniform IPV process was approved for the various legal entities within the UniCredit
Group starting in March 2008 on a monthly basis. The IPV process sets itself the task
of classifying the financial instruments into 9 ranking categories which express the
levels of reliability of the prices observed on the market. Starting off with the
instruments listed by brokers and multiple counterparts, the process subsequently
defines less immediate liquidity classes which include the use of estimates deriving
from proxy assets until reaching mark-to-model hypotheses where the prices emerge
as particularly muffled.
This is joined by the determination of valuation price adjustments (Fair Value
Adjustments), which increase with the rise in the uncertainty of the price deriving
from absence of liquidity and from valuations based on models.
Therefore, the valuations carried out with reference to the financial instruments
mentioned above could in the future turn out to be unreliable if the market conditions
should undergo further changes.
In particular, in the case of structured credit products, as at September 30, 2009 the
Group presents exposure of €9,450 million (notional equal to €10,868 million), of
which €944 million is valued at fair value (notional equal to €1,532 million).
For more details, see First Section, Chapter 9.
4.1.4 Risks associated with the losses in value on goodwill (so-called impairment test)
With regard to all the recent acquisition transactions, the UniCredit Group capitalized
any goodwill relating to the assets acquired, understood to be the additional purchase
cost paid with respect to the book value of the shareholders’ equity, valued at fair
value. According to the general rules, initially the goodwill acquired is stated at cost
and, subsequently, at cost net of any losses in value (impairment). As laid down by the
IFRS accounting standards, the Group values the goodwill in relation to the loss in
value on an annual basis, or also more frequently, in association with the interim
results, when events or circumstances indicate the possibility of a loss in value.
When drawing up the consolidated management report as at September 30, 2009 – in
which the Group presented goodwill recorded for a total of around €20.4 billion –
considering that the impairment test on the goodwill had been carried out with
reference to the interim financial report as at June 30, 2009 and that no significant
changes in the underlying assumption as at June 30, 2009 has been observed, the
conditions for carrying out a new impairment test on the goodwill as at September 30,

- 55 -
RISK FACTORS
2009 did not emerge. Therefore, writedowns relating to the goodwill have not been
recorded. This having been said, the impairment test on the goodwill will in any event
be carried out again as of the 2009 financial year end date.
Furthermore, it is emphasised that the parameters and the information used for
checking the recoverability of the goodwill, including the interest rates that directly
impact the profitability of the entities subject to impairment are significantly
influenced by the macro-economic and market set-up, which could disclose, as has
been seen in the last few months, rapid changes which to-date are not foreseeable. For
further information, reference should be made to the abridged consolidated financial
statements as at September 30, 2009, included in the consolidated interim report as of
the same date, provided in the Appendix to the Prospectus and available on the
internet site www.unicreditgroup.eu.
4.1.5 Risks associated with the information reconstructed in the Prospectus
The Prospectus contains a reconstructed income statement as at December 31, 2007 –
already illustrated in the consolidated financial statements as at December 31, 2008 –
so as to illustrate the retroactive effect of the merger transaction for the absorption of
Capitalia within UniCredit, simulating that said transaction took place at the beginning
of 2007. These representations are constructed on hypotheses and have the sole aim of
permitting an easier comparison between the income statement figures as at December
31, 2008 and those as at December 31, 2007. If the merger had really taken place as of
the dates taken as reference for the reconstruction of the figures (rather than as of the
effective dates), the original figures would not necessarily have been equal to those
reconstructed. The reconstructed income statement figures do not, furthermore, reflect
forecast data, since they are drawn up so as to solely represent the effects of the
merger which can be isolated and objectively gauged, without taking into account the
potential effects due to changes in the management policies and operating decisions
consequent to said merger. Lastly, please note that these figures have not been audited.
4.1.6 Operations carried out by means of structured credit products
The UniCredit Group operates by means of structured credit products, in relation to
which it covers the role, depending on the circumstances, of originator (transferor),
sponsor (organiser) or investor.
In relation to the structured credit product portfolios, the UniCredit Group carries out
on-going monitoring of both their fair value and their economic value. In
consideration of the current market situation, many of the products contained in these
portfolios have undergone a significant reduction in the fair value with respect to the
recognition value (see First Section, Chapter 9 and Chapter 20, Paragraph 9.2.2 of the
Prospectus). The possible disposal of these positions on the basis of a market
valorisation lower than their book level, or – with reference to the instruments
belonging to the banking portfolio – the writedown to be made if the economic value
should be lower than the book value, could lead in the future to a negative effect on
the balance sheet, income statement and financial situation of the UniCredit Group, as
significant as the difference between the book and the market value is wide.

(a) Securitization transactions originated by the UniCredit Group
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RISK FACTORS
The UniCredit Group cover the role of originator (transferor) of portfolios of
receivables/loans recorded in the balance sheet of special purpose companies
established in compliance with applicable law provisions.
In detail, the Group sets up both traditional securitization transactions, which
envisage the effective assignment of the receivable/loan portfolio to the special
purpose vehicle and synthetic securitization transactions which envisage, by
means of entering into credit default swaps, the purchase of protection on all or
part of the credit risk underlying the portfolio of securitized assets (for further
details on these transactions see the following Paragraph 4.2.3).
Recourse to these types of transactions is however limited. In this connection, it
is pointed out that, as at September 30, 2009, the sum total of loans securitized
came to around 17.10% of the UniCredit Group’s receivable/loan portfolio.
The sum total of the cash loans originating from own securitization transactions
amounted to €82,227 million in net cash loans as at September 30, 2009 and
€79,441 million as at December 31, 2008.
With reference to the synthetic securitization transactions executed by the Group
during the second quarter of 2008 with institutional counterparts for the purposes
of covering corporate and retail portfolios of HVB and BA and equal to € 30
billion, the effects of these transactions were approved by the German and
Austrian authorities and are already applicable in the calculation of the
consolidated RWA with a consequent expected benefit on the capital ratios of
the Group equivalent to 16.5 basis points as at December 2009. Nevertheless,
there a risk that the Bank of Italy can review the acceptance of the effects in
these transactions starting at the end of 2009 should it establish that the
transactions in question did not result in a substantial transfer of the risk relevant
to the such portfolios, with the resulting possible prejudice to the Group’s equity
ratios.
(b) Conduits
The UniCredit Group acts as an organizer (sponsor) of special purpose
companies which issue commercial paper (so-called Asset Backed Commercial
Paper Conduits) established both for the purpose of permitting customers to
access the securitization market (Multiseller Customer Conduits) and for
arbitrage purposes (Arbitrage Conduits).
With regard to the assets of the four Conduits sponsored by UniCredit Group
companies, as at September 30, 2009 the total amount came to €4,967 million.
Within the sphere of its role as sponsor, the Group carried out both activities for
the selection of the asset portfolios acquired by the Conduits, and administration
activities, and provides the guarantees – under the form of letters of credit and

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RISK FACTORS
liquidity facilities - necessary for ensuring the prompt repayment of the
securities issued by the same.
As a result of the activities carried out, the Group incurs the majority of the risks
and benefits from the returns associated with the Conduit’s activities, also
availing of the power to govern the same. Consequently, these special purpose
entities are consolidated on a line-by-line basis.
(c) Other structured credit products in relation to which the UniCredit Group acts
as investor
The UniCredit Group invests in structured credit instruments whose total net
exposure as at September 30, 2009 amounted to €9,450 million (€12,022 million
as at December 31, 2008).
The total of the values recorded in the financial statements for the same
UniCredit Group exposures with regard to structured credit products are
illustrated below.
(millions of €)
Structured credit product exposure
Balances as at 09.30.2009 Balances as at 31.12.2008
Type of exposure Net exposure Net exposure
RMBS 3,909 4,486
CMBS 1,569 1,690
CDO 516 850
CLO/CBO 1,420 1,766
Other ABS 1,514 2,174
Warehouse financing 522 1,056
Total 9,450 12,022
The portfolio of structured credit products held by the UniCredit Group is
limited to 1.08% of the total of the portfolio of financial assets as at September
30, 2009.
It should be noted that part of these exposures has been reclassified as permitted
by Regulation No. 1004 issued by the European Commission in October 2008,
which acknowledged the amendments made by the IASB to IAS 39.
With regard to the positions reclassified, as a point of fact the intention to trade
no longer exists due to the reduced liquidity and the turbulence on the financial
markets.
In this context, also in consideration of the underlying fundamental values, it
was therefore deemed that the most opportune profit strategy was that of
maintaining these assets within the portfolio for the immediate future.
In light of the tension which is affecting the financial market and in particular
the structured credit instruments segment, the UniCredit Group has implemented
a series of measures aimed at ensuring a more stringent monitoring of these

4.1.7 Credit risk
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RISK FACTORS
instruments (such as the centralization of said products in a specific global ABS
portfolio, constantly monitored), so as to assess the lending and market risks.
For further information, reference should be made to the First Section, Chapter 9
and Chapter 20.
The assets and the balance sheet, income statement and financial solidity of the
UniCredit Group depend of the degree of credit worthiness of its customers.
In relation to the credit risk, in accordance with the role of parent company which the
Issuer performs, it – and specifically the Risk Management Division – has adopted
procedures, rules and principles which must direct, discipline and standardize the
assessment and the handling of the credit risk, in line with the principles and the best
practice applicable to the entire UniCredit Group.
The UniCredit Group is exposed to the traditional risks relating to lending activities.
Furthermore, the UniCredit Group, may be induced to grant credit on the basis of
incomplete, untrue or incorrect information, which it might otherwise not have granted
– or which in any event it would have granted, but under different conditions – if it
were in possession of all the necessary information.
Default by customers in the agreements entered into or the possible lack of or
incorrect information provided by the same with regard to their respective financial
and lending positions, could have negative effects on the balance sheet, income
statement and/or financial situation of the UniCredit Group.
The book value of impaired loans to customers as at September 30, 2009 amounted to
€27,235 million, and as a percentage of total loans to customers came to 4.82%, up
with respect to the 3.24% as at December 31, 2008. The coverage ratio of the aforementioned
loans as at September 30, 2009 came to 49.1%, compared with 52.5%
reported as at December 31, 2008.
4.1.8 Counterpart risk
The UniCredit Group trades in derivative contracts on a wide range of underlying
instruments, such as interest rates, exchange rates, shares prices/indexes, commodities
(precious metals, base metals, oil and energy products) and credit claims both with
counterparts in the financial services sector, including therein brokers and dealers,
commercial banks, investment banks, funds and other institutional customers, and
with other non-institutional customers of the Group. With reference to the UniCredit
Group’s derivative transactions, the positive fair value of the trading derivatives
stipulated with customers, defined as per the Bank of Italy Circular No. 262 dated
December 22, 2005, as at September 30, 2009, amounted to €23,768 million, of which
€3,022 million, relating to companies in the Italian sphere and €20,746 million
attributable to companies abroad. As of the same date, the negative fair value of the
trading derivatives stipulated with customers amounted in total to €15,688 million, of

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RISK FACTORS
which €1,686 million, relating to companies in the Italian sphere and €14,002 million
attributable to companies abroad.
These transactions expose the UniCredit Group not only to market risks and operating
risks, but also to the risk that the counterpart of the derivative contracts breach their
obligations or becomes insolvent before the expiry of the related contract when
UniCredit or a Group company still has a claim vis-à-vis this counterpart.
This risk, which has become more acute due to the volatility of the financial markets,
may reveal itself to be even more detrimental if the collateral possibly held by
UniCredit or by another Group company is not realized or settled at a value sufficient
for covering the exposure with respect to the related counterpart.
The counterpart risks associated with derivative transactions are overseen by the
Group by means of the definition of guidelines and policies for the management,
gauging and control of the risks. Moreover, it cannot be excluded that the possible
default by the counterparts of the obligations undertaken in accordance with the
derivatives contracts entered into with UniCredit or a Group company and/or the
achievement or the settlement of the related collateral, if existing, at insufficient
values, could have negative effects on the balance sheet, income statement and/or
financial situation of the UniCredit Group.
For further information, reference should be made to the First Section, Chapter 9 and
Chapter 20.
4.1.9 Risks associated with leveraged finance activities and investments in companies
attributable to the private equity and hedge fund
The UniCredit Group is exposed to a number of market segments, such as for example
that of loans granted for acquisitions with the use of financial leverage (“Leveraged
Buy-Out” or “LBO”), particularly exposed to the current deterioration of the
economic conditions.
As from June 2007, this segment disclosed a rapid decrease in activity volumes, due to
the deterioration in the market values of the companies and the parallel request for
more stringent conditions when granting loans by financial institutions.
Furthermore, the current context has led to an increase in the supply on the market of
unsyndicated loans, carried out on the secondary market and – as a rule – at a discount
with respect to the notional value, which has made carrying out new transactions and
the syndication of existing loans encumbered by financial leverage more complex.
With reference to the UniCredit Group, as at September 30, 2009, the balance of
leveraged finance (LBO) loans, concentrated in the Financing & Advisory Product
Line of the CIB business segment, came to €12.9 billion 6 , of which €8.4 billion
deriving from the former Markets & Investment Banking business segment and €4.5
billion deriving from the former Corporate business segment.
6 This data includes both the commitments and the amounts effectively utilised.

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RISK FACTORS
A number of LBO loans with significant balances outstanding, could, as a result of the
decreased operating ability of the borrowers to repay the debt used to finance the
acquisitions, lead to a deterioration in the overall performance of the UniCredit
Group’s loan portfolio. A continuation of the economic recession could make the
deterioration of the borrowers’ ability to repay the debt worse, by means of an
increase in the rates of insolvency of the various counterparts. The UniCredit Group
has been involved and may continue to be involved in transactions for restructuring
the debt of the borrowers. Some of the future restructuring transactions could have the
purpose of getting the Group to accept a credit position different from the previous
one, until in the last instance reaching the full or partial conversion of the credit
position on the capital of the borrower of the funds.
The UniCredit Group is also exposed to risks deriving from investments in companies
attributable to the private equity and hedge fund sectors.
These investments are attributable to three categories: direct equity investments of the
Group which due to their entity are considered core clients, investment portfolios in
private equity funds considered with a risk profile adapted to the so-called “risk
appetite” of the Group and long-term investments in hedge funds. As at September 30,
2009, the total amount of the commitments came to €2,672 million, of which €1,837
million (equal to approximately 69%) effectively deployed. These investments are
distributed over a high and diversified number of counterparts.
The Group’s direct equity investments in core customers and investments in private
equity funds are valued at original cost and are subject to periodic impairment tests.
During the first nine months of 2009, following the afore-mentioned tests, the Group
registered writedowns for €314 million, of which €110 million on direct investments
and €204 million attributable to private equity. Investments in hedge funds are by
contrast valued at fair value (mark-to-market): during the first 9 months of 2009, there
was a positive impact on the income statement for €20 million. The reduction in the
total exposure observed in the same period (from approximately €540 million to
around €380 million) was entirely attributable to divestments.
Any deterioration in the current macro-economic context and the market conditions
could have a negative impact on the value of these investments, exposing the
UniCredit Group to the risk of recording additional writedowns or generating transfer
values under the current book values.
4.1.10 Risks connected to the exposure to the trend of the real estate sector
The UniCredit Group is exposed to the real estate property segment also by means of
financing activities to companies, operating in this sector, whose cash flows are
essentially generated by the lease or sale of properties (commercial real estate). Over
the past year, the real estate market disclosed a drop in market prices and transactions
carried out; consequently, those active in the sector have experienced a drop in the
volumes of transactions, an increase in the commitments deriving from financial
charges and greater difficulty with regard to refinancing.

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RISK FACTORS
Increases in the unemployment rate in Italy and in the regions to which the Group is
exposed, the reduced earning-power of the companies and the rise in insolvency rates
with regard to both businesses and private individuals in relation to the payment of
lease fees, could increase the inability of the borrowers of funds to repay the debts
taken out and reduce the market value of the collateral offered against the loans raised.
As at September 30, 2009, the exposure of commercial real estate loans, concentrated
in the CIB business segment, came to €50.9 billion, distributed throughout the
following geographic areas: Italy 50%, Germany 27%, Austria 19%, and Poland 4%.
With regard to the CEE countries (excluding Turkey), exposure as at September 30,
2009 of loans to companies operating in the real estate sector amounted to €6.1 billion,
down with respect to the exposure as at December 31, 2008 totalling €6.5 billion 7 .
The Group handles the risk of default by the counterparts mainly in relation to the
income-earning capacity of the commercial activities undertaken in the properties
leased or being leased and not only the value of the properties and the collateral
offered; despite this fact, it cannot be excluded that the decrease in the value of the
properties and the collateral (or the deterioration of other parameters used for
monitoring the loan) may lead, in certain specific cases, to a negative impact on the
income-earning ability of the counterparts. In particular, the difficulties or problematic
conditions which the counterparts are subject to when operating under impaired
market conditions could have a negative impact on the UniCredit Group’s ability to
achieve the repayment of the amounts financed.
The occurrence of the circumstances described above could have negative effects on
the results and the balance sheet, income statement and financial situation of the
UniCredit Group.
For further details, see the First Section, Chapter 9 and 20.
4.1.11 Risks connected to the loan activity to the naval sector
The UniCredit Group is exposed to risks connected to the loan activities to the naval
sector that was negatively influenced by the recent deterioration of the
macroeconomic context. This sector today is made up of multiple segments, each of
which characterised by specific risk profiles connected not only to different economic
parameters (amongst which, the category of the asset financed, the type of applicants
and charterers) but also to the type of loans in existence (amongst which, the nature of
the loan, its duration, the nature of the underlying guarantees for the loan).
Furthermore, the performance of this sector depends in a decisive way on the overall
turnover of the goods transported, in turn strictly connected to the increase of the gross
internal profit.
7 The data indicated are deduced from the management system and constructed according to internal management logic
which, therefore, do not match with the tables in the explanatory notes attached to the consolidated condensed financial
statements as at September 30, 2009.

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As at September 30, 2009, the credit portfolio of the UniCredit Group towards the
naval sector was equal to €15 billion, of which €11 billion concentrated in HVB (of
which €10 billion in the scope of the business unit called “Global Shipping Unit” and
€1 billion mainly relevant to expected exposures, acquisitions/project financing and
corporate loans to the naval sector, and for which approximately 25% of the €11
billion relates to container ship loans). 8 Moreover, UniCredit indirectly owns, through
HVB, an equity holding equal to approximately 8% of the share capital of Deutsche
Schiffsbank, a German bank specialised in loans for this sector, controlled by a
leading German bank with an equity holding equal to 92%. As at 30 September 2009,
the value of the HVB equity holding in Deutsche Schiffsbank was equal to €78.3
million subsequent to an adjustment of €70.9 million registered in the second quarter
of 2009.
The first signs of deterioration in the credit portfolio towards the naval sector were
registered at the end of 2007 subsequent to which, in June 2008, the UniCredit Group
suspended the disbursement of new loans in this sector. Even though the UniCredit
Group deems that such credit portfolio as at the same date is relatively stable, various
segments of this sector (in particular, loans relevant to container ships) are in a
condition of difficulty as at the Date of the Prospectus that, in the future, could further
deteriorate.
During the first nine months of 2009, HVB registered a write down equal to €136
million to the credit portfolio towards the naval sector. A further deterioration to the
present macroeconomic scenario and the market conditions could have a negative
impact on the capacity of the debtors in this sector in order to face refund obligations
and, moreover, this could expose the UniCredit Group to a risk of recording further
write downs to the credit portfolio.
4.1.12 Risk Management
The UniCredit Group banks are subject to typical loan brokerage risks. Within this
sphere, the consequent credit risk is overseen by means of specific policies and
procedures aimed at identifying, monitoring and handling this type of risk, covered by
specific provision-making polices. In detail, the Risk Management Division – which
operates at parent company level and which is also responsible for the “Basel II
Project” – aims to handle the credit, market and operating risk and the other risks
identified as significant for the entire UniCredit Group. On an operational level, the
Risk Management Division provides reporting and handles the monitoring of the
credit risk portfolio with recurrent and specific reports. These have the aim of
analyzing the main components of the credit risk, so as to promptly identify the
performance of the various portfolios subject to this risk and adopt any
countermeasures. The monitoring is carried out on all the customers and in particular
on transactions which presented a high credit risk.
8 The data indicated are deduced from the management system and constructed according to internal management logic
which, therefore, do not match with the tables in the explanatory notes attached to the consolidated condensed financial
statements as at September 30, 2009.

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RISK FACTORS
Some of the methods used to monitor and handle these risks involved the observance
of the historic market trend and the use of statistical models. The historic observations
and the statistical models could reveal themselves to be insufficient and involve
inadequate decisions and unexpected losses.
Despite the presence of the afore-mentioned internal procedures aimed at identifying
and handling the risk, the occurrence of specific events, which at present cannot be
foreseen, inherent to the performance of the markets on which the UniCredit Group
operates – also taking into account the elevated uncertainty and volatility which
characterize these markets at the time the Prospectus is drawn up – could have a
negative impact in the future on the activities of the UniCredit Group and on its
balance sheet, income statement and/or financial situation.
For further details, see the First Section, Chapter 6, Paragraph 6.10.
4.1.13 Risks associated with limiting the right to vote present in the Issuer’s Article of
Association provisions
Pursuant to Section 5 of UniCredit’s Articles of Association, no-one with the right to
vote can exercise it, for any reason whatsoever, for a quantity of the Issuer’s shares
higher than 5% of the share capital with voting rights. For the purpose of calculating
this threshold, account must be taken of the share-based equity investment of the
parent company, all the subsidiaries – direct or indirect – and associated companies, as
well as the shares held via trust companies and/or third parties and/or those for whom
the right to vote is assigned for any reason to a party other than the owner; vice versa,
account must not be taken of the share-based equity investments included in the
portfolio of mutual investment funds managed by subsidiary or associated companies.
For further details, see the First Section, Chapter 21, Paragraph 21.2.3.
4.1.14 Risks associated with legal proceedings underway, with possible class actions and
measures taken by the supervisory authorities
As of the Date of the Prospectus, legal proceedings are pending vis-à-vis the Issuer
and other companies belonging to the UniCredit Group.
In numerous cases, there is considerable uncertainty concerning the possible outcome
of the proceedings and the entity of any loss. These cases include criminal
proceedings, administrative proceedings by the supervisory authorities and legal
action where the plaintiff has not specifically quantified its requests for compensation
(such as, for example, the case of the putative class action in the USA). In such cases,
when the impossibility of envisaging the outcome and estimating any losses in a
reliable manner exists, no provisions are made. On the other hand, when it is possible
to reliably estimate the entity of any loss and this loss of considered probable,
provisions are made in the financial statements to an extent considered to be in
keeping with the circumstances and on a consistent basis with the International
Accounting Standards (IAS).

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RISK FACTORS
In order to cover any potential risks which might arise from the legal action taken
against the Company (not labour law or tax related or pertaining to debt recovery)
which is pending, as at September 30, 2009 the UniCredit Group has a provision for
risks and charges amounting to around €1.2 billion. However, it cannot be excluded
that this provision may not be sufficient to fully cover the charges and the requests for
compensation and refunds associated with the pending cases.
Consequently, it cannot be excluded that a possibly unfavourable outcome of these
proceedings may have negative effects on the balance sheet, income statement and/or
financial situation of the UniCredit Group.
A limited number of disputes also exist, associated with debt recovery proceedings;
these involve UniCredit Group companies which, on the basis of the above, could also
lead to negative effects on UniCredit Group’s situation.
Summary information is presented below with regard to, to the main proceedings
underway. Further information can be found in the First Section, Chapter 20,
Paragraph 20.8.
(a) Legal action brought against UniCredit, its Chief Executive Officer and the
Chief Executive Officer (CEO) of HVB (“Hedge Fund Claim”) and legal action
furthered by Verbraucherzentrale (“VzfK Claim”)
In July 2007, eight hedge funds (followed by minority shareholders of HVB),
filed a petition with the Munich Regional Court, aimed at obtaining the
compensation of damages allegedly suffered by HVB further to a number of
transactions regarding the transfer of shareholding and business activities of
HVB (after its inclusion within the UniCredit Group) to UniCredit or to other
UniCredit Group companies (and vice versa). Furthermore, it was maintained
that the costs for the reorganization of HVB should have been covered by
UniCredit.
The defendants called before the Court are UniCredit, its Chief Executive
Officer, Alessandro Profumo and the former CEO of HVB, Wolfgang Sprissler.
The plaintiffs requested the Court to: (i) order the defendants to pay, by way of
damage compensation, the sum of €17.35 billion plus interest; (ii) ascertain that
UniCredit be obliged to pay the minority shareholders of HVB a guaranteed
periodic dividend as from November 19, 2005 onwards.
The statements of defence of the defendants were filed at the Munich Regional
Court on February 25, 2008.
Furthermore, another minority shareholder of HVB, Verbraucherzentrale fur
Kapitalanleger (“Vzfk”) – already owner of a non-significant shareholding in the
company capital - started legal proceedings that were substantially similar
towards UniCredit, its CEO, Alessandro Profumo and the then CEO of HVB,
Wolfgang Sprissler (for an amount equal to €173,5 million plus interest) and the

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Regional Court of Munich combined the mentioned proceedings to that
promoted by the hedge fund on July 29, 2009.
The defendants, despite being aware of the risk which normally accompanies
any legal proceedings, considered the action to be lacking foundation also in
consideration of the fact that all the transactions were carried out against
payments considered adequate partly on the basis of appraisals made by
independent advisors. For such reasons, no provision has been made.
(b) Special Representative
The annual general meeting of HVB’s shareholders held on June 27, 2007
passed a resolution which authorized the launch of action against UniCredit, its
legal representatives, HVB’s management board supervisory board, for the
damages caused to HVB by the sale of the equity investment the latter held in
BA and by the signing of the BCA between HVB and UniCredit during the
merger process. The legal counsel Thomas Heidel was appointed as Special
Representative by means of a meeting resolution voted for by the minority
shareholders, with the task of checking whether effectively the conditions
existed for furthering such action. Accordingly, the Special Representative was
vested with the authority to examine documents and obtain information with
regard to the company.
On the basis of the investigative activities carried out in particular at the HVB
offices, in December 2007 the Special Representative requested UniCredit to
return the BA shares sold to HVB.
In January 2008 UniCredit answered negatively to the request of the Special
Representative, maintaining that this request lacked grounds.
On February 20, 2008, Mr. Heidel acting as the Special Representative brought
legal action against UniCredit, its Chief Executive Officer Alessandro Profumo,
the former CEO of HVB Wolfgang Sprissler and the Chief Financial Officer of
HVB Rolf Friedhofen, requesting the return of the BA shares to HVB together
with compensation of any damage suffered in relation to the related affair or,
should this request not be upheld by the Munich Court, the payment of a sum,
for damages, amounting to at least €13.9 billion.
On July 10, 2008, Mr. Heidel filed and served a supplement to the legal action.
This accordingly requested that UniCredit, its Chief Executive Officer, the
former CEO and the Chief Financial Officer of HVB be ordered to return the
additional sum of €2.98 billion (plus interest) plus damages which may derive
from the capital increase resolved by HVB in April 2007 following the transfer
to HVB of the banking company of former UBM. Specifically, the Special
Representative maintained that the conferral had been overestimated and that the
regulations concerning accounts auditing had been violated.

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Given that, in the Company’s opinion, it is doubtful whether the integration of
the legal action brought by the Special Representative is in line with the
resolution adopted by HVB’s shareholders’ resolution in June 2007, UniCredit
believes that the plaintiff’s claims are unfounded also in consideration of the fact
that, both the sale of BA and the transfer of the activities of the former UBM in
relation to the capital increase of HVB, took place on the basis of appraisals
(fairness opinion and valuation report) by well-known independent auditing
firms and investment banks and, therefore, it has not taken steps to make any
provisions.
On November 10, 2008 the extraordinary shareholders’ meeting of HVB was
held and resolved the revocation of the resolution dated June 27, 2007 and,
consequently, the removal of Mr. Heidel as Special Representative of HVB. This
means that – unless this resolution is declared void or ineffective - the Special
Representative is no longer legitimized to proceed with the action undertaken
vis-à-vis UniCredit, its representatives and the representatives of HVB. In detail,
the revocation prevents the Special Representative from continuing with his
legal action for damages which, furthermore, will not cease in itself, but only in
the event of a decision in this sense made by the supervisory board (vis-à-vis
Wolfgang Sprissler and Rolf Friedhofen) and the management board (vis-à-vis
UniCredit and its Chief Executive Officer) of HVB. HVB’s statutory bodies,
with the aid of outside consultants, have launched an examination into the
complex matter so as to adopt the related decisions.
The removal of the Special Representative was challenged by said individual
and by a minority shareholder. On August 27, 2009 the Munich Regional Court
declared the resolution to remove the Special Representative as void. The
decision is not yet final and binding however, since an appeal is pending before
the Munich Regional High Court.
On June 2, 2009 the Munich Regional Court decided to suspend handling the
case furthered by the Special Representative until a final decision in this
connection with regard to the validity of the appointment and the subsequent
removal of the Special Representative has been delivered.
(c) Cirio
The Special Representative filed a request for the re-examination of the
injunction suspending the legal action; the same first instance judge will be
responsible for passing sentence and if, as foreseeable, the latter does not change
his opinion, the Regional High Court will have to pass sentence with regard to
the correctness of the suspension measure.
In April 2004, the body for the extraordinary administration of Cirio Finanziaria
S.p.A. served Sergio Cragnotti and various banks, including Capitalia (absorbed
within UniCredit) and Banca di Roma S.p.A., with a petition in order to obtain
the legal judgement of invalidity of an agreement deemed unlawful with Cirio
S.p.A. which concerned the disposal of the milk and dairy segment Eurolat to

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RISK FACTORS
Dalmata S.r.l. (Parmalat). At the same time, the extraordinary administration
body requested that Capitalia and Banca di Roma S.p.A., jointly and severally,
be ordered the repay the amount of around €168 million and all the defendants
jointly and severally be ordered to compensate the damage established as €474
million.
The extraordinary administration body also requested, alternatively, the
revocation pursuant to Article 2901 of the Italian Civil Code of the dispositio
actus established by Cirio S.p.A. and/or the repayment, due to undue profit, by
the banks, of the sums by Cirio S.p.A. paid to the same on the basis of the
agreements in question.
In May 2007, judgement was deferred on the case. No pre-trial activities were
carried out. In February 2008, under an unexpected sentence, the Court of Rome
ordered Capitalia (now UniCredit) and Sergio Cragnotti to jointly and severally
pay the sum of €223.3 million plus monetary revaluation and interest as from
1999. UniCredit appealed against this decision by means of requesting the
suspension of execution of the first instance sentence.
The Rome Court of Appeal, by means of injunction filed on March 17, 2009,
suspended the executive efficacy of the sentencing of UniCredit and Sergio
Cragnotti to pay €223.3 million, plus monetary revaluation and interest as from
1999, laid down by the sentence of the Court of Rome dated February 2008 in
favour of the Cirio S.p.A. receivers. Proceedings are still pending as of the Date
of the Prospectus. In order to oversee such risks, provisions were made for an
amount considered congruous to the current risk of the proceedings.
*****
In April 2007, a number of Cirio Group companies under extraordinary
administration served Capitalia (now UniCredit), Banca di Roma S.p.A., UBM
(now UniCredit) and other intermediaries with a petition for the joint and several
compensation of the damages deriving from having taken part, in the capacity of
placers, in the issue of bonds carried out by Cirio Group companies, despite the
fact that the same, according to the plaintiffs, were already insolvent. The
quantification of the damages was determined as follows:
(i) the damages suffered by the plaintiff companies as a consequence of the
deterioration of their respective difficulties was determined within a
range of €421.6 million and €2.082 billion (according to the approach
used for its determination);
(ii) the damages suffered as a consequence of the payment of the
commission and fees acknowledged to the Lead Managers for the
placement of the bonds was calculated to the extent of €9.8 million in
total;
(iii) the damages, to be quantified during the proceedings, suffered by Cirio
Finanziaria S.p.A. (formerly Cirio S.p.A.) as a consequence of the loss

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RISK FACTORS
of the possibility to recover, via bankruptcy revocatory action, at least
the sums deployed by the latter between 1999 and 2000 so as to repay
the banks the debt of a number of Group companies,
all of which with interest and monetary revaluation from the due date until
settlement.
Under sentence dated 3 November 2009, the judge rejected the plaintiff petition,
ordering the companies of the Cirio group under extraordinary administration to
jointly and severally reimburse the trial costs in favour of the defendant banks.
The decision can be appealed.
Also on the basis of the opinion of the defence counsel, UniCredit has always
believed the legal action to be groundless and, trusting in a positive outcome of
the proceedings, has not made any provision.
(d) Qui tam Complaint against Vanderbilt and other UniCredit Group companies
On July 14, 2008 Frank Foy and his wife, in compliance with the local
legislation of New Mexico (Qui Tam Statute) – according to which anyone
resident in the State is entitled to take civil legal action in the interests of the
latter - presented a petition (complaint) on behalf of the State of New Mexico in
relation to a number of investments in Vanderbilt LLC (“VF”) (a company
indirectly invested in by UniCredit) made by the New Mexico Educational
Retirement Board (ERB) and by the State of New Mexico Investment Council
(SIC). Frank Foy states that he covered the position of Chief Investment Officer
within ERB and resigned in March 2008.
Frank Foy requests, on behalf of the State of New Mexico, compensation for
damages totalling US$360 million (inclusive of the fines applicable in
compliance with the New Mexico Fraud against Taxpayers Act, which
envisages, for this purpose, the possibility of tripling the request for
compensation of the damage suffered) on the basis of the New Mexico Fraud
against Taxpayers Act, maintaining that Vanderbilt VF and the other defendants
allegedly surreptitiously induced ERB and SIC to invest US$90 million in
Vanderbilt products (i) consciously providing false information with regard to
the nature and degree of risk involved in the investment in VF and (ii)
guaranteeing improper donations to the Governor of the State of New Mexico
(still in office) - Bill Richardson – and to other State officials, for the purpose of
inducing these investment to be made. Frank Foy maintains that the State
allegedly suffered damages equating to the entire initial investment of US$90
million (consequent damage) and requests an additional US$30 million for the
loss suffered (lost income).
The list of defendants includes – inter alia:
• Vanderbilt Capital Advisors, LLC (VCA), a company indirectly
controlled by Pioneer Investment Management USA Inc. (PIM US);

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• Vanderbilt Financial, LLC (VF), a special purpose vehicle in which PIM
US holds an equity investment of 8%;
• Pioneer Investment Management USA Inc. (PIM US), a company
wholly-owned by PGAM;
• PGAM, a company wholly-owned by UniCredit;
• UniCredit;
• various directors of VCA, VF and PIM US;
• legal firms, independent auditing firms, investment banks and officials
of the State of New Mexico.
As things stand, a valuation of the economic effects which could arise from the
proceedings in question appears premature and, therefore, no provisions were
made.
The defendants have requested the rejection of the plaintiff demands. The Court
has not yet set a date for discussing said demands.
The petition was served on the American companies, including Vanderbilt
Capital Advisors and Pioneer Investment Management USA Inc. (both part of
the UniCredit Group). Also the defendants represented by individuals have been
served the petition.
On September 24, 2009 UniCredit was also served the petition. PGAM has not
yet been duly summoned before the Court.
(e) Divania S.r.l.
During the first half of 2007, the company Divania S.r.l. brought legal action
vis-à-vis UniCredit Banca d’Impresa S.p.A. (now UniCredit Corporate Banking)
disputing violations of the law and regulations (relevant, amongst other things,
to financial products) with reference to transactions in financial derivatives on
interest and exchange rates entered into between January 2000 and May 2005 by
Credito Italiano S.p.A. first of all and the UniCredit Banca d’Impresa S.p.A.
(now UniCredit Corporate Banking) (a total of 206 contracts were entered into).
The petition, in which it was requested that declaration be made of the
inexistence, or alternatively, the invalidity or cancellation or termination of said
contracts along with the ordering of UniCredit Banca d’Impresa S.p.A. (now
UniCredit Corporate Banking) to pay a total amount of €276.6 million plus trial
costs and subsequent interest, was served on March 26, 2007 at the Bari Court
according to the new corporate proceedings. In the autumn of 2008, courtappointed
expertise was arranged (“CTU”). Recently, the experts requested an
extension of 120 days for the filing of the expert opinion which should therefore
be filed during the first few days of March 2010. The case was still pending as of
the Date of the Prospectus.

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UniCredit Corporate Banking believes that the amount requested is
disproportionate to the effective risk of the legal action, since it was calculated
by algebraically adding together all the charges made (to a total extent greater
than the effective sum), without by contrast reckoning the credits which
drastically reduce the plaintiff’s claims. With regard to the disputed transactions,
a settlement agreement was also reached (signed on June 8, 2005) by means of
which Divania S.r.l. declared that it had nothing more to claim for any reason in
relation to the transactions now disputed. In the petition, the validity of the
transaction is disputed: the invalidity is in fact argued on the basis of the alleged
unlawfulness of the transactions which formed the subject matter thereof. In
UniCredit Corporate Banking’s opinion, the risk of legal action can therefore be
at the outside quantifiable as around €4 million, equating to the sum charged to
the account of the company at the time of transaction. Provisions have been
made to cover the risks, for an amount considered in keeping with that which as
things stand emerges as being the legal action risk.
On September 21, 2009 Divania S.r.l. served a further and separate petition on
UniCredit Corporate Banking, before the Bari Court, requesting compensation of
the damages allegedly suffered and quantified as totalling €68.9 million,
disputing violations of the laws and regulations (relevant, amongst other things,
to financial products), consequent to the conduct of the bank in relation to the
derivative transactions entered into and, on a more general note, the conduct
when handling relations with the customer. This legal action is strictly linked to
that already pending.
Maintaining that claim as groundless since the crisis of the plaintiff company is
allegedly not attributable to the dynamics of the dealings with the bank, but
ascribable to corporate and market problems, no provisions have been made.
(f) Acquisition of Cerruti Holding Company S.p.A. by Fin.Part.
At the beginning of August 2008, the bankruptcy receivership of Fin.Part S.p.A.
(“Fin.Part”) brought a civil lawsuit vis-à-vis UniCredit, UniCredit Banca,
UniCredit Corporate Banking and another bank not belonging to the UniCredit
Group for contractual and tortuous liability.
Fin.Part requests each of the defendant banks, jointly and severally and or
alternatively each one in as far as they are responsible, to compensate the
damages suffered by Fin.Part and its creditors following the acquisition of
Cerruti Holding Company S.p.A. (“Cerruti”).
The legal action aims to dispute the legitimacy of the conduct, during 2000 and
2001, shown jointly by the defendant banks, with the aim of acquiring the
fashion segment of the “Cerruti 1881” Group, by means of a complex
economic-financial transaction focused in particular on the issue of a bond for
€200 million issued by the Luxembourg-based special purpose vehicle (C
Finance S.A.).

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RISK FACTORS
It is maintained that Fin.Part was not in a position to absorb, using its own
resources, the acquisition of Cerruti and that the financial obligations associated
with the payment of the bond led to the company’s insolvency.
The bankruptcy receivership therefore requests compensation of the damages
for an amount totalling €211 million, which represents the difference between
the liabilities (€341 million) and the assets (€130 million) of the bankruptcy
estate, or another amount which will be established by the court. The defendants
are also requested to repay all the amounts received by way of fees, commission
and interest in relation to the alleged fraudulent activities.
By means of deed filed on December 23, 2008 the bankrupt C Finance S.A.
joined the legal proceedings.
The receivership maintains that the state of insolvency of C Finance S.A.,
already existing following its formation due to the issue of the bond and the
transfer of the proceeds to Fin.Part against the acquisition of assets lacking
value, should be ascribed to the banks as contributory to the financial difficulties
procured, since their officials contributed towards conceiving and carrying out
the transaction.
The banks are requested to compensate the damages to the extent of: a) the
entire bankruptcy liabilities (€308.1 million); or, alternatively, b) the sums
which were removed from C Finance S.A. in favour of Fin.Part and Fin.Part
International (€193 million); or, alternatively, c) the amounts received by
UniCredit (€123.4 million).
From another aspect, the banks are requested to return the sums collected
(amounting to €123.4 million plus €1.1 million in fees and commission) for the
invalidity due to unlawfulness of the lawsuit or illicit motive common to the
parties to the overall transaction which said operation was supposed to have
represented, aimed, according to the plaintiff, at the payment of Fin.Part’s debts
to UniCredit using the proceeds of the C Finance S.A. bond issue. Furthermore,
the transaction supposedly represented the means for evading Italian legislation
on the limits and formalities for the issue of bonds.
Via its legal advisors, the UniCredit Group is currently assessing the trialrelated
aspects and the relationship between the concurrent petitions of the two
bankrupts also in light of the appeal pursuant to Article 101 of Italian Royal
Decree No. 267 dated March 16, 1942 furthered by the bankrupt C Finance S.A.
vis-à-vis the bankrupt Fin.Part.
In January 2009, the court rejected a petition for preventive attachment
presented vis-à-vis the defendant not belonging to the UniCredit Group.
On June 9, 2009 the entry of appearance and statement of defence was filed in
the interests of UniCredit. During the hearing held on June 30, 2009 the judge
ordered the personal appearance of the parties so as to attempt settlement,
establishing the hearing on October 5, 2009 for this purpose.

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RISK FACTORS
The settlement attempt was unproductive due to the difference in the positions
of the parties. The judge adjourned the case until the hearing on January 12,
2010 for the purpose of attempting a new settlement. The proceedings were
pending as of the Date of the Prospectus.
On October 2, 2009, the Fin.Part bankruptcy receivership summoned UniCredit
Corporate Banking (as rightful claimant of the former Credito Italiano) before
the Milan Court so that the following should take place (i) acknowledgement of
the invalidity of the “payment” of €46 million made, in September 2001, by
Fin.Part in favour of the then Credito Italiano and, consequently, (ii) the
defendant be ordered to return said amount which refers to the repayment of a
credit facility granted by the bank within the sphere of the complex financial
transaction already disputed in the previous legal proceedings.
The plaintiff’s petitions appear to be included in that brought by the Fin.Part
receivership in the proceedings already underway.
In UniCredit’s opinion, partly on the basis of the information provided by its
legal advisors, the plaintiff’s petition in any event appears groundless and/or
lacking a supporting strategy; consequently, also taking into account that the
proceedings are at the initial state, no provisions have been made at present.
(g) GBS S.p.A.
At the beginning of February 2008, General Broker Service S.p.A. (GBS S.p.A.)
had started an arbitrational procedure against UniCredit aimed at declaring the
unlawfulness of the conduct by Capitalia and subsequently by UniCredit with
reference to the insurance brokerage relationship in effect and verified as
deriving from the exclusive agreement executed in 1991, to consequently obtain
the reimbursement for the damages sustained and originally quantified in €121.7
million and then increased to €197.1 million.
The 1991 agreement, that contained a commitment of exclusivity, was executed
between GBS S.p.A. and the (then) Banca Popolare di Pescopagano e Brindisi.
the aforementioned bank, subsequent to the merger – dating back to 1992 – with
the Bank of Lucania, became Banca Mediterranea, which was then incorporated
(2000) into the Banca di Roma S.p.A., which in turn became Capitalia (now
UniCredit).
The brokerage relations with GBS S.p.A., originating from the agreement
executed in 1991, were subsequently regulated by (i) an agreement for the
supply of insurance brokerage services executed in 2003 between GBS S.p.A.,
AON S.p.A. and Capitalia, extended for decisive facts until May 2007, and (ii) a
similar further agreement in May 2007 between the aforementioned brokers and
Capitalia Solutions S.p.A, on its own and as mandate with power of attorney for
the operative banks and in the interests of the Companies of the ex Capitalia
group, including the holding company.

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RISK FACTORS
With reference to the latter agreement, Capitalia Solutions S.p.A., in July 2007.
exercised, on behalf of the entire Capitalia group, the faculty of withdrawal,
consistent with the clauses of the agreement (that provides, in the case of
withdrawal, that the banks/companies of the ex Capitalia group cannot be held
to correspond any type of sum for any reason to the broker).
Upon request of GBS, a technical advice office was set up, whose results both
for method and numbers were disputed by UniCredit.
With an arbitration award issued on November, 18 2009, UniCredit was
sentenced to the payment in favour of GBS S.p.A., for an overall amount equal
to approximately €144 million, as well as litigation and court expenses.
UniCredit, deeming the arbitrational decision to be groundless, advanced an
appeal, requesting the suspension of the execution of the judgement. In the case
that the request for suspension – once submitted following the execution of the
arbitration award, which has not occurred as at the Date of the Prospectus – was
not granted, UniCredit could be held to pay €144 million as well as other
expenses, in pendency of the decision of the appeal. Even in the case that the
request for suspension was granted, once submitted following the execution of
the arbitration award, which has not occurred as at the Date of the Prospectus,
UniCredit could decide to make provisions for an overall amount deemed to be
congruent to that which, at the time in which the provision is decided, appears to
be the risk of the litigation.
(h) Legal action filed in relation to investments in the company Bernard L. Madoff
Investment Securities LLC
In December 2008, Bernard L. Madoff, former president of the NASDAQ and
owner of Bernard L. Madoff Investment Securities LLC (“BMIS”), an
investment company enrolled with the Securities Exchange Commission (the
“SEC”) and Financial Industry Regulatory Authority (the “FINRA”), was
arrested under the charge of swindling (securities fraud) due to the fact that he
had set up what the US authorities described as a Ponzi Scheme. During the
same month, the official receiver was appointed (the “SIPA Trustee”) for the
liquidation of BMIS in accordance with the U.S. Securities Investor Protection
Act dated 1970. In March 2009, Bernard L. Madoff declared himself guilty of
various offences, including securities fraud, advisory fraud on investments
(investment advisor fraud) and false communications to the SEC. In June 2009,
Bernard L. Madoff was sentenced to 150 years imprisonment.
Following the verification of the fraud perpetrated by Bernard L. Madoff, a
number of criminal and civil proceedings were further in various countries
against financial institutions and investment advisers by, or in the interests of,
investors, intermediaries in their role as brokers for investors and public bodies
relating to the losses suffered. The Issuer, some of its subsidiaries and a number
of the respective employees or former employees have been subpoenaed, or

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could be in the future, in proceedings and/or in the investigations into the
Madoff case in various countries throughout the world, including the USA,
Austria and Chile.
As of the date Bernard L. Madoff was arrested, Pioneer’s Alternative
Investments division, said company being a subsidiary of the Issuer (“PAI”),
acted as investment manager and/or investment adviser for a number of funds
which, in turn, had invested in other funds which held accounts managed at
BMIS. In detail, PAI as investment manager and/or investment adviser for the
Primeo funds and the AllWeather funds. PAI had undertaken the role of
investment adviser for the Primeo funds in April 2007, after having taken over
from BA Worldwide Fund Management (“BAWFM”), an indirect subsidiary of
BA. The Primeo and AllWeather funds had invested in other funds which, in
turn, held accounts managed at BMIS. In certain documents drawn up by these
funds, indication was provided of assets under management on behalf of the
funds administered by the subsidiaries of the Issuer amounting to €805 million
in November 2008. On the basis of the afore-mentioned documents, this amount
included the invested capital and the income deriving from the investment. In
light of Bernard L. Madoff’s admission of guilt and the facts which emerged
subsequent to the swindle committed by BMIS, it is clear that the amounts
indicated in the afore-mentioned documents do not accurately reflect the
investments made or the income deriving from those investments.
Consequently, the above values must not be considered indicative of the amount
of the losses suffered by the end investors of the funds involved.
The speculative funds established in accordance with Italian law and managed
by PAI have no exposure to funds which, in turn, had invested in accounts
managed at BMIS.
HVB had issued various tranches of debt securities whose potential return was
calculated with reference to the yield of a hypothetical structured investment
(so-called synthetic investment) in the Primeo funds. The notional value of the
debt securities issued which refer to the Primeo funds came to around €27
million. As at the Date of the Prospectus, some legal proceedings had been
brought in Germany in relation to the debt securities issued by HVB and
associated with the Primeo funds, citing HVB as the defendant.
BAWFM, a subsidiary of BA, had acted as investment adviser for the Primeo
funds since April 2007. Several BA customers had acquired investments in the
Primeo funds which were held by BA.
The Issuer and its subsidiaries BA and PAI were summoned before the court in
three collective lawsuits (putative class action) brought before the United States
District Court for the Southern District of New York, in which around 50
defendants were summoned and in which those bringing the action declare that
they represent the investors of three funds whose assets were invested, directly
or indirectly, in BMIS. The defendants are accused of having omitted significant
information from, or having included false information in, prospectuses and the

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related supplements used for the offer of the securities. Those bringing the class
action maintain that the investors were allegedly mislead, for example, with
regard to the lack of diversification in the investments, with regard to the same
fact that the funds were invested in BMIS and with regard to the due diligence
activities carried out by the defendants. Furthermore, those bring the action
allege that the defendants did not take adequate account of those “danger signs”
(so-called red flags) which they were aware of, which should have acquainted
them of the fraud committed by Bernard L. Madoff. The three class actions have
been brought to obtain compensation for the damages suffered with the related
interest, the reimbursement of the costs, the legal fees and the issue of legal
injunctions on an equitable or precautionary basis (equitable/injunctive relief).
One of the class actions aims, in particular, to obtain a legal sentence which
orders the defendants to compensate a sum equating to the amount of the initial
investments of the plaintiffs together with the related interest and income which
the plaintiffs would have obtained if their money had been invested shrewdly.
By means of the same action brought, the order to compensate punitive damages
is specifically requested along with the Court prohibiting the defendants from
availing themselves of the assets of the funds so as to defend themselves or
indemnify themselves.
Legal proceedings associated with the Bernard L. Madoff swindle were also
furthered in Austria, where, among others, BA and BANKPRIVAT AG (a
company previously a subsidiary of BA which was merged with BA on October
28, 2009) were summoned before the court. The plaintiffs allegedly invested in
funds which, in turn, allegedly directly or indirectly invested in BMIS. BA is
also subject to legal proceedings in Austria further to a complaint presented by
the Austria Financial Markets Supervisory Authority to the Austrian Public
Prosecutor’s Office and the charges made to the same Office by private
individuals who allegedly invested in funds which, in turn, allegedly directly or
indirectly invested in BMIS. The parties who presented these charges maintain,
among other aspects, that BA allegedly violated the provisions of the Austrian
consolidated law on investments which disciplines BA’s role as “prospectus
supervisor” for the Primeo funds.
Various subsidiaries of the Issuer have received orders and requests to present
and produce information and documents from the SEC, the U.S. Department of
Justice and the SIPA Trustee in the USA, the Austrian financial markets
supervisory authority, the Irish financial services supervisory authority and the
BaFin in Germany in relation to the respective investigations carried out into the
fraud perpetrated by Bernard L. Madoff. The companies who received these
orders or requests are collaborating with the authorities.
Besides the proceedings relating to the Madoff case brought against the Issuer,
its subsidiaries and a number of the respective employees or former employees,
further action has been threatened and could be taken in the future in said
countries or others both by private investors and local authorities. Such pending

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or future action could have significant negative effects on the Company,
individually or as a whole.
As at the Date of the Prospectus, all pending action was at the initial stages. The
Issuer and the subsidiaries involved intend to defend themselves from the
accusations made regarding the Madoff case, using all the means available to
them. As at the Date of the Prospectus, it was not possible to reliably envisage
the timescales and the outcome of the various legal action, nor assess the degree
of liability, if any exists, which could derive therefrom. In compliance with the
international accounting standards, as at the Date of the Prospectus no
provisions had been set aside for the specific risk associated with the Madoff
dispute.
(i) Litigation with the Italian Tax Authorities
As at the Date of the Prospectus, three legal proceedings are pending with the
Regional Tax Commission of Palermo regarding: (i) the challenge of the
existence of a credit for an amount equal to approximately €25.6 million for
corporate income tax (IRPEG) resulting from the annual tax return filed for the
year 1984 by the Cassa Centrale di Risparmio V.E. per le Province Siciliane
(now Banco di Sicilia); (ii) the challenge of the existence of a credit for an
amount equal to approximately €21.1 million for corporate income tax (IRPEG)
resulting from the annual tax return filed for the year 1984 by the Banco di
Sicilia; e (iii) the challenge of the existence of a credit for an amount equal to
approximately €24.3 million for corporate income tax (IRPEG) resulting from
the annual tax return filed for the year 1985 by Banco di Sicilia. The overall
amount challenged, also bearing in mind the interest accrued and booked, is
equal to approximately €165 million.
The Provincial Tax Commission of Palermo, with a ruling dated June 12, 2007,
rejected the appeals filed by Banco di Sicilia. Banco di Sicilia filed an appeal.
Two of the hearings took place in the month of November 2009, while another
hearing is foreseen for January 22, 2010. The Company does not have
knowledge of the filing date of the rulings by the Provincial Tax Commission of
Palermo and it is, therefore, possible that it may occur over the course of the
Offer.
No provisions have been made in relation to these proceedings.
From January 1, 2010, the regulations on class action came into force, as introduced
by article 140- bis of Legislative Decree no. 206 dated September 6, 2005. These
rules introduce compensatory protection of a collective type for consumer and user
interests and relating to behaviour/deeds after August 1, 2009. Each individual who
belongs to the damaged class or each individual who grants a mandate of
representation to associations or committees set up in an ad hoc manner, to which he
belongs, is entitled to act. The action is subject to preliminary admittance by the
competent count. Consumers and/or users who intend to take part in the action must

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expressly adhere to the class action by depositing their contract of adhestion in the
Court Registry within the terms fixed by the judge at the admittance ruling.
With a petition served on January 5, 2010, one of the companies in the Group received
a request for compensation of damages connected to the abolition of the maximum
overdraft commission. The action was brought through CODACONS (Co-ordination
of the associations for the defence and protection of the rights of consumers) and the
admittance hearing is planned for April 14, 2010 at the Court of Rome (for futher
details refer to First Section, Chapter 20, Paragraph 20.8.)
As at the Date of the Prospectus, some press agencies have reported the news that
Adusbef (Association for the defence of banking, financial and insurance consumers
and users) would be bringing a class action against UniCredit and another party
relating to the mortage interest calculation method.
Considering the very recent introduction of the regulations on the subject and new
opportunities to act in court stated in them, it cannot be excluded that during the
period of Offer and following it, petitions may be served relating to class actions
brought by customers also through consumer assocations against companies in the
Group. Where any collective action should be declared admissible, adhesions by those
entitled are numerous and the requests accepted, negative effects on the economic,
equity and/or financial situation of the Group cannot be excluded.
Also as a result of the elevated level of regulations which affects the sector it operates
in, the UniCredit Group is subject to the supervisory activities of the competent
authorities, some of which have taken on the form of proceedings for inspection and
notification of alleged irregularities which are underway as at the Date of the
Prospectus. In relation to these proceedings, the Group has taken action to
demonstrate the regularity of its operations and in any event believes that relevant
detrimental consequences for the Group’s business cannot derive from the same.
Amongst the tax assessments under way as at the Date of the Prospectus, in light of
the importance of the subsidiary subject to inspection, we point out that which is
taking place at the offices of the subsidiary UniCredit Corporate Banking (bank
belonging to the Group that manages relations with corporate clientele) aimed at
evaluating the qualitative-quantitative trend of the credit risk in the corporate segment.
For further information on the proceedings associated with the measures of the
supervisory authorities, reference should be made to the First Section, Chapter 20,
Paragraph 20.10.
4.1.15 Risks associated with surveys relating to cross-border transactions
According to the matters reported by certain press bodies, the Director of Public
Prosecution’s Office in Milan, in collaboration with the Tax and Finance Police
Corps, has been carrying out investigations since May 2009 into the possible tax and
legal implications associated with a number of financial transactions carried out by
Italian companies in the UniCredit Group. As at the Date of the Prospectus, as far as

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the Issuer was aware, the investigation was supposed to be in relation to unknown
persons.
The afore-mentioned financial transactions are investments carried out within the
sphere of the management of the Group’s liquidity, finalized mainly by means of
repurchase agreements with other leading international banks.
Despite the fact the Issuer believes that it has acted correctly, at present it cannot be
excluded that on the outcome of said investigations the Authorities may bring charges
and that these proceedings may lead to detrimental effects for the UniCredit Group
companies involved.
For further information on the tax-related proceedings, see the First Section, Chapter
20, Paragraph 20.9.
4.1.16 Risks associated with the ratings assigned to the Issuer and to subsidiary
companies
As at the date of the Prospectus, the UniCredit rating assigned by Fitch was “F1” on
short-term debt, and “A” on medium/long-term debt, with an outlook – in other words
the parameter which indicates the expected trend in the near future regarding the rating
opinion of the Issuer – which is negative; the rating assigned by Moody’s is “P-1” on
short-term debt, and “Aa3” on medium/long-term debt, with a stable outlook; that
assigned by Standard & Poor’s is “A-1” on short-term debt, and “A” on medium/longterm
debt, with a stable outlook.
When determining the rating assigned to the Issuer, the agencies take into
consideration and examine various UniCredit Group performance indicators, including
the profitability and the ability to maintain its consolidated capital ratios under specific
limits. In the event that the UniCredit Group fails to achieve or maintain the results
gauged by one or more indicators, or in the event that UniCredit fails to maintain its
capital ratios under the pre-established limit, a deterioration could occur in
UniCredit’s rating assigned by Standard & Poor’s, Fitch and/or Moody’s, leading to a
consequent increase in the cost of funding loans, limited recourse to the capital
markets and the need to supplement the guarantees provided by the Group.
Any deterioration (so-called downgrading) in the rating of UniCredit and the related
subsidiaries which are assigned rating could lead to not only a rise in funding costs,
but also a limit on the sources of finance of the UniCredit Group and could also have
an impact on its liquidity.
A lowering of the credit ratings of UniCredit and the related subsidiaries could also
have negative repercussions on the Group’s liquidity and limit the Group’s ability to
carry out certain commercial activities, even strategically productive ones, leading to a
consequent negative impact on the financial, balance sheet and income statement
conditions of the UniCredit Group.
For information on the evolution of the Issuer’s rating, see the First Section, Chapter
6, Paragraph 6.12.

4.1.17 Risks associated with activities of the UniCredit Group in CEE countries
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The UniCredit Group is active and has a significant presence in CEE countries. Even
though the risks and uncertainties are different with regard to their nature and intensity
in each of these countries, also in relation to whether they belong to the European
Union or otherwise, the CEE countries generally have in common greater volatility
with regard to the capital markets and exchange rates, political, economic and
financial instability, as well as, in many cases, reduced growth of the system and the
political, financial and legal infrastructures. Despite there being signals of a slowdown
in the recession, uncertainties still remain with regard to the timescales for economic
recovery.
In particular, in the Ukraine economic conditions have worsened to such an extent that
the most severe drop in gross domestic product in Eastern Europe since the beginning
of the year has been registered along with sharp currency depreciation. This situation
has led to a general deterioration of the national banking system and various foreign
banks, including UniCredit, have chosen to re-capitalize their subsidiaries in the
country. During the second quarter of 2009, UniCredit in fact took steps to enhance
the equity endowment of its subsidiary Ukrsotsbank with a capital injection totalling
UAH 500 million (around €41.5 million).
In this context, it cannot be excluded that in the Ukraine as in the other CEE countries
not belonging to the European Union, the UniCredit Group could carry out further recapitalization
measures on its subsidiaries or be subject – by way of example – to
unilateral policies adopted by the regulatory and governmental authorities of these
countries, including those aimed at imposing the relinquishment of the repayment of
loans granted or laying down a more significant level of risk provisions than the level
normally applied on the basis of the Group’s policies, action aimed at determining the
writedown of the local official currency vis-à-vis international reference currencies
and policies aimed at limiting the transfer of capital outside these countries. In the
Ukraine, for example, the central bank has recently reduced the amount of the foreign
currency loans that banks can grant and maintain in their balance sheets. The Ukraine
subsidiary of the Group is presently discussing the reduction of foreign currency loans
with the Central Bank of the Ukraine.
The UniCredit Group could also be required - in connection with the possible negative
performance of certain economies in the areas of the CEE countries – to transfer a
greater level of liquidity in an international context where access to the same could
emerge as increasingly difficult. In conclusion, it could become necessary to increase
the writedowns on disbursed loans, associated with the increase in the credit risk
estimated by the Group.
In conclusion, the significant slowdown in the growth of the economies of these CEE
countries with respect to the levels reported in the past and those of the economies of
the Eastern European countries, could have a negative effect on the Group’s strategic
objectives.
For further information, reference should be made to the First Section, Chapter 6.

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4.1.18 Risks associated with the activities of the UniCredit Group in Kazakhstan
The current financial crisis had a considerable impact on the Kazakh economy and, in
particular, on the real estate property sector which felt the effect of the sudden
downturn in prices.
Within this reference framework, the Kazakh banking system, structurally unbalanced
in the direction of property loans, underwent a general deterioration in the loan
portfolio as a consequence of which two of the leading banks in the country were
nationalized following defaults in the payments of the debts, and all the four major
banks in the country, with a mainly local shareholding structures, resorted to state aid.
During 2009, UniCredit, in order to deal with a deterioration in the loan portfolio,
which fell from €4,749 million as at December 31, 2008 to €3,744 million as at
September 30, 2009, took steps during the second quarter of the year to re-capitalize
the subsidiary ATF for a total of around KZT 18 billion (around €89 million) and
during the third quarter of 2009 registered provisions for possible loans losses totalling
€249 million.
Given the persistence of the difficult situation being experienced by the Kazakhstan
economy, it cannot be excluded that a further deterioration in the financial situation of
the customers may lead the Group to evaluate further initiatives for supporting the
loan portfolio and the balance sheet situation of the subsidiary under continuity of
activities leading to possible negative effects on the balance sheet, income statement
and/or financial situation of the UniCredit Group.
4.1.19 Risks connected to the implementation of the project relevant to the
transformation of the organisational structure of the Group.
On December 15, 2009 the Board of Directors’ Meeting of the Issuer decided to startup
a project called “Insieme per i Clienti” (Together for the Clients), aimed at
increasing client satisfaction and increase the closeness to the territories in which the
Group operates. The realisation of the project cannot be supported by a corporate
simplification through a merger with the Issuer of the primary Italian banks of the
Group.
This project aims to achieve, through the simplification of the organisational model,
important synergies and efficiencies for the Group, amongst which, a greater
specialisation of the skills, a greater simplicity and swiftness of the decisional
processes and a great focus on clientele.
Nevertheless, there is no certainty that the Issuer will decide to approve the project or
whether the same, where approved, allows for the achievement of the mentioned
benefits within the expected times.
For further information, see Chapter 6, Paragraph 6.6 of the First Section.
4.1.20 Operating risks and those relating to the management of the IT systems

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The UniCredit Group is exposed to risks typically linked to operations which include,
among others, the risks associated with the interruption and/or malfunctioning of the
services (including the IT services, on which the UniCredit Group depends
considerably), errors, omission and delays in the services offered, as well as the failure
to observe the procedures relating to the handling of said risks.
In detail, in Germany HVB is currently implementing a new IT platform known as
EuroSIG which should replace the previous HVB IT platform as from the first few
months of 2010. The introduction of this platform could lead to a higher operating
risk, especially in the introductory stage.
Despite the fact that the UniCredit Group has employed and continues to employ
numerous resources for the purpose of mitigating the operating risks, it cannot be
excluded that one or more of the same may occur in the future, also as a result of
unforeseeable events, entirely or partly beyond the control of the UniCredit Group
(including for example the default of suppliers with reference to their contractual
obligations, computer virus attacks or the malfunctioning of the electricity and/or
telecommunications services). In consideration of the dependence of the activities
carried out on the IT systems, the possible occurrence of one or more of these risks
could have detrimental effects on the balance sheet, income statement and/or financial
situation of the UniCredit Group.
For further information with regard to the handling of the risks, reference should be
made to the First Section, Chapter 6.
4.1.21 Risks associated with forecast and pre-eminence declarations
The Prospectus contains certain information and declarations of a forecast nature with
regard to the objectives established by the UniCredit Group and to certain hypotheses
inherent to the balance sheet, income statement and financial evolution of the Issuer
and its subsidiaries. The forecast information and declarations on the activities and the
expected results of the Issuer and its subsidiaries are based on company estimates and
assumptions concerning future, uncertain events whose occurrence could lead to
deviations – significant or otherwise – with respect to the forecasts made. It is not
possible to guarantee that the matters envisaged and expected will effectively take
place. The final results of the UniCredit Group could in fact be different to those
hypothesised due to known and unknown risks, uncertainties and other factors.
Investors are therefore invited not to rely unduly on the forecast information and
declarations when making their investment decisions.
The Prospectus also contains a number of pre-eminence declarations regarding the
activities of the UniCredit Group and its position on the reference market. It is not
possible to guarantee that these declarations may also be confirmed in the future.
For further information with regard to the positioning of the UniCredit Group,
reference should be made to the First Section, Chapter 6, Paragraph 6.7.
4.1.22 Inclusion of the financial information by means of reference

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Additional information relating to the Issuer contained in documents available to the
general public, indicated in the First Section, Chapter 24 must be understood to be
included herein by way of reference pursuant to Article 11.2 of Directive No.
2003/71/EC and Article 28 of Regulation No. 809/2004/EC. Specifically, the
following documents are included herein by way of reference:
• the consolidated financial statements of the Issuer relating to the financial
years ended as at December 31, 2008, 2007 and 2006 drawn up on the basis of
the IAS/IFRS International Accounting Standards, as approved by the
European Commission as established by Regulation No. 1606/2002/EC, and in
accordance with the matters laid down by the Bank of Italy Instructions
contained in Circular No. 262 dated December 22, 2005 and subsequent updates;
these documents can be viewed in their full version at the registered
offices of the Issuer and on the website www.unicreditgroup.eu as well as at
Borsa Italiana, and
• the abridged consolidated financial statements for the nine-month period as at
September 30, 2008, drawn up in abridged form on the basis of the IAS/IFRS
International Accounting Standards, as approved by the European Commission
as established by Regulation No. 1606/2002/EC, and in accordance with the
matters laid down by the Bank of Italy Instructions contained in Circular No.
262 dated December 22, 2005 and subsequent up-dates; this document can be
viewed in its original version as an attachment to the “Prospectus related to the
offer under option to the shareholders and the admission to listing on the
Electronic Equity Stock Market (MTA) organized and managed by Borsa
Italiana S.p.A., on the Frankfurt Stock Exchange (Frankfurter
Wertpapierbörse) and on the Warsaw Stock Exchange (Gielda Papierów
Wartościowych w Warszawie SA) of 972,225,376 ordinary UniCredit S.p.A.
shares” dated 23 December 2008, which can be viewed in the full version at
the registered offices of the Issuer and on the website www.unicreditgroup.eu.
4.2 RISK FACTORS RELATING TO THE SECTOR OF ACTIVITIES AND THE
MARKETS ON WHICH THE ISSUER AND THE UNICREDIT GROUP OPERATE
4.2.1 Characteristic risks of banking and financial activities
The Issuer and the companies belonging to the UniCredit Group are subject to the
characteristics risks of their activities: financial risks, operating risks, credit risks and
market risks.
Control of the handling of the UniCredit Group’s risks is entrusted to the Risk
Management Division, which is supported by an organizational structure comprising
the audit bodies at all the levels envisaged by the internal audit system.
Despite this, there can be no certainty that the policies and the procedures of the
UniCredit Group companies which aim to identify, monitor and handle these risks,
will always reveal themselves to be adequate, with consequent possible detrimental

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effects on the balance sheet, income statement and/or financial situation of the
UniCredit Group.
For further information, reference should be made to the First Section, Chapter 6,
Paragraphs 6.10 and 6.11.
4.2.2 Risks associated with the competition in the banking and financial sector
The Issuer and the companies belonging to the UniCredit Group are subject to risks
deriving from the characteristic competition in the respective sectors of activity.
The national and international banking and financial services market is extremely
competitive and is currently undergoing a process of considerable aggregation by
means of mergers and buy-outs which involve large groups, thereby imposing
increasingly broader economies of scale.
The markets which the UniCredit Group operates on, and in particular those of the
CEE countries, are characterized by growing competition and therefore the UniCredit
Group might not be able to maintain or increase the activity volumes and the
profitability levels reported in the past, with consequent detrimental effects on the
balance sheet, income statement and/or financial situation of said Group.
For further information, reference should be made to the First Section, Chapter 6.
4.2.3 Risks associated with the evolution of the regulation of the banking and financial
sector
The UniCredit Group is subject to complex regulation and supervision by the Bank of
Italy, Consob, the Supervisory Body for Private Insurance (ISVAP) with regard to the
bancassurance activities, BaFin, PFSA, FMA, the European Central Bank and the
European Central Bank System. The legislation applicable to banks which the
UniCredit Group is subject to disciplines the sectors in which the banks and the
foundations can operate with the aim of maintaining the stability and solidity of the
banks, thereby limiting exposure to risk. The UniCredit Group is also subject to the
legislation applicable to financial services which, among other things, disciplines the
activities for the sale and placement of financial instruments and marketing activities.
Specifically, the Issuer and the Group’s banks are obliged to observe the capital
adequacy requirements envisaged by the law in each country these companies operate
in.
Any change to the methods for applying said legislation, or the implementation of the
Basel II legislation on the capital requirements of financial institutions – including
therein the capital adequacy requirements – could influence the activities, the financial
position, the cash flow and the operating results of the UniCredit Group. Since certain
laws and legislation which concern the UniCredit Group have been approved recently,
the related formalities applying to the transactions carried out by the financial
institutions are still being developed. Furthermore, also following the recent crisis
which hit the financial markets, intense debate is underway with regard to the

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implementation of further measures with respect to the requirements laid down by
Basel II, which could lead to a tightening of the capital requirements envisaged at
present as well as the introduction of additional requirements or limits.
In this scope, the Basel Committee for bank supervision on December 17, 2009,
published two consultation documents in regards to proposals for amendment to the
prudential regulations on the subject of capital and liquidity of banks. Based on the
comments received and the evidence gathered, the Basel Committee shall make the
necessary amendments to the proposals and could enact the final version within the
end of 2010. Prior to the acknowledgement on a national level, the rules shall form the
subject matter of the customary process of legislative revision on behalf of European
institutions. Amongst the intentions of the Basel Committee, the entry into force of the
new regulations is expected within the end of 2012.
If the capital requirements, restrictions on liquidity or ratios applicable to the Group
are increased on the basis of laws and/or regulations which will be adopted in the
future (including laws and/or regulations laid down by Basel II, as in case of
amendments subsequent to the recent proposals of the Basel Committee), it cannot be
excluded that the Group will register difficulties in adapting itself to these new
requirements, leading to possible negative effects on the activities, the financial
positions, the cash flow and the operating results of the UniCredit Group.
For further information on the main legislation which disciplines the activities of the
Issuer, reference should be made to the First Section, Chapter 6, Paragraph 6.1.3.
4.2.4 Risks associated with the reduction of the support for the liquidity of the system
by governments and central authorities
In light of the negative trend of the external scenario during most of 2009 as well, the
generalized climate of mistrust relating to funding on the interbanking market remains.
Globally, this scenario has made the intervention of the Government authorities and
the national central banks necessary, so as to support the banking system in its
entirety, and has lead some of the leading banks at European and global level to resort
to the central institutes so as to deal with the short-term liquidity requirements. This
form of finance has been made technically possible if supported by the presentation of
securities guaranteeing the same, considered as suitable by the various central banks.
What is more, there is no certainty that the adopted measures will be effectively
sufficient for increasing the liquidity of the banks over the long-term as well and there
is no certainty with regard to the fact that these measures will continue to be available
in the future and under what conditions.
The inability to raise this liquidity on the market by means of access to the central
banks against the presentation of suitable guarantees or the significant reduction in or
lack of the support for the liquidity of the system by governments and central
authorities could generate greater difficulties in raising liquidity on the market and/or
greater costs associated with recourse to this liquidity, with possible negative effects
on the activities, financial positions and operating results of the UniCredit Group.

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4.2.5 Risks associated with a possible deterioration in the loan quality in the activity
sectors and on the markets where the Issuer operates
The continuation of the crisis on the lending market, the deterioration in the conditions
of the capital markets and the slowdown of the global economy could have negative
repercussions on the ability of the banking customers to honour the commitments
undertaken and, consequently, lead to a significant deterioration in the loan quality in
the Issuer’s sectors of activity.
Despite the fact that banking operators periodically make provisions for any losses
also on the basis of past information available to them, it may be necessary to increase
the provisions as a consequence of the rise in non-performing loans and the
deterioration in the economic conditions, which could lead – in turn – to an increase in
insolvencies. In this connection, each significant increase in the provisions for nonperforming
loans, every change in the estimates of the credit risk, as well as any loss
accrued which exceeds the level of the provisions made, could have negative effects
on the balance sheet, income statement and financial situation of the UniCredit Group.
For further information, reference should be made to the First Section, Chapter 6.
4.2.6 Risks associated with raising liquidity and long-term loans
The availability of liquidity intended for the performance of the various activities as
well as the possibility of accessing long-term funding, are essential for the
achievement of the UniCredit Group’s strategic objectives.
In detail, liquidity and long-term loans are essential so that the Issuer is able to meet
the cash or delivery payment conditions, envisaged or unforeseen, so as not to
prejudice the current operations and the financial situation of the UniCredit Group.
Raising of liquidity by the UniCredit Group could be prejudiced by the Company’s
inability to gain access to the debt market, the inability to sell its goods or repay its
investments. These events could manifest due to deterioration in the market
conditions, mistrust on financial markets, uncertainties and speculation relating to the
solvency of the market participants, the deterioration of the ratings or operating
problems relating to third parties.
A limited ability to raise the necessary liquidity on the market under favourable
conditions or difficulty in accessing long-term loans under favourable conditions
could have negative effects on the results and on the balance sheet, income statement
and financial situation of the UniCredit Group.
4.3 RISK FACTORS RELATING TO THE SHARES FORMING THE SUBJECT
MATTER OF THE OFFER
4.3.1 Risks relating to the available nature and volatility of the Shares
The Offer concerns Shares interchangeable with the ordinary shares of the Issuer in
circulation as of the Date of the Prospectus, which will be listed on the Electronic

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RISK FACTORS
Equity Market (MTA) – Blue Chip segment, the Frankfurt Stock Exchange, “General
Standard” segment, and the Warsaw Stock Exchange.
The Shares present typical risk elements of an investment in listed shares of the same
nature. The holders of the Shares are able to liquidate their investment by means of the
sale of the same on the related trading markets. However, these securities could
present problems of liquidity, irrespective of the Issuer or the quantity of the Shares,
since the sales requests may not be matched adequately and in terms of timescales.
Factors such as changes in the balance sheet, income statement and financial situation
of the Issuer or its competitors, changes in the general conditions of the sector where
the Issuer operates, in the general economy and on financial markets and changes in
the legislative and regulatory framework could lead to substantial fluctuations in the
price of UniCredit shares.
Furthermore, the equity markets have revealed considerable fluctuations in prices and
volumes over the last few years. These fluctuations could negatively affect the market
price of the UniCredit shares in the future, irrespective of the economic results
achieved.
For further information, reference should be made to the Second Section, Chapter 5.
4.3.2 Guarantee commitments and risks associated with the partial execution of the
Capital Increase
On September 29, 2009, the Guarantors entered into a pre-underwriting agreement
with UniCredit in accordance with which they undertook vis-à-vis UniCredit to
underwrite the Shares which may remain un-opted on conclusion of the Offer, up to
the maximum total amount of €4 billion. The pre-underwriting agreement ceased to be
applicable when the guarantee contract was drawn up, which was entered into between
UniCredit and the Guarantors prior to the Date of the Prospectus.
Among other things, the guarantee contract includes the commitment of the
Guarantors vis-à-vis UniCredit to underwrite, separately and without any joint and
several restriction, the Shares which may remain un-opted on conclusion of the Offer
and the subsequent stock market offer made in compliance with Article 2441.3 of the
Italian Civil Code up to the maximum total amount of €4 billion as well as the usual
clauses which assign the Guarantors the faculty to withdraw from the contract
including the so-called “material adverse change” and “force majeure” clauses in line
with best international practices.
If, on occurrence of one of the events envisaged in the contract, the Guarantors should
exercise their faculty to withdraw from the contract and, at the same time, the Capital
Increase has not been fully subscribed (and, therefore, the latter is carried out solely
for the part eventually underwritten), the Issuer would not be able to fully raise the
expected resources, leading to possible negative effects on the Group’s balance sheet
and financial situation.

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RISK FACTORS
For further information, reference should be made to the Second Section, Chapter 5,
Paragraph 5.4.3.
4.3.3 Risks associated with the performance of the option rights market
The option rights on the Shares forming the subject matter of the Offer will only be
able to be traded on the MTA between January 11, 2010 and 22 January, 2010
inclusive, and on the Warsaw Stock Exchange (Gielda Papierów Wartościowych w
Warszawie SA) between January 14, 2010 and January 22, 2010 inclusive.
Nevertheless, these rights could present problems of liquidity, irrespective of the
Issuer or the amounts of said rights, since the sales requests may not be matched
adequately and in terms of timescales. The trading price of the option rights could be
subject to significant fluctuations in relation, among other things, to the performance
of the market price of the Shares and/or the disposal of the option rights on the market
by the shareholders entitled to do so.
4.3.4 Diluting effects
In the event of failure to fully exercise the option rights due them and fully underwrite
the Capital Increase, the shareholders who do not underwrite the shares due to them
will suffer a maximum dilution of their equity investment, in terms of a percentage of
the share capital, of 13.04%.
With regard to savings shareholders, the assignment to the latter of the option rights to
underwrite ordinary shares leads to a diluting effect on the equity investments held by
the holders of ordinary shares which, what is more, given the reduced quantity of
savings shares present as at the Date of the Prospectus, is not appreciable.
For further information, reference should be made to the Second Section, Chapter 9,
Paragraph 9.1.
4.3.5 Exclusion of the markets on which the Offer is not permitted
The Offer is exclusively reserved for the areas of Italy, Germany and Poland.
The Prospectus represents an offer of financial instruments in Italy as well as, further
to the procedure pursuant to Article 11.1 of the Issuers’ Regulations, in Germany and
Poland.
The Prospectus does not represent an offer of financial instruments in the USA,
Canada, Japan or Australia or in any other country in which said offer is not allowed
due to the absence of authorization from the competent authorities or applicable law or
regulatory exemptions (together with the USA, Canada, Japan and Australia, the
“Excluded Countries”).
The Shares and the related option rights have not been nor will they be registered in
accordance with Securities Act, nor in accordance with the corresponding legislation
in Canada, Japan, Australia and the other Excluded Countries and consequently cannot

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RISK FACTORS
be offered, sold or in any event delivered, directly or indirectly, in the USA, Canada,
Japan and Australia or the other Excluded Countries.
The financial instruments cannot be offered or traded in the USA, Canada, Japan and
Australia or the other Excluded Countries in the absence of specific registration in
compliance with the provisions of the law applicable therein or applicable exemptions
from the registration obligation.
Therefore, the Offer is not, nor will it be promoted in the USA, Canada, Japan and
Australia, or made to residents therein, as well as in any other Excluded Countries in
which the Offer is not permitted in the absence of specific authorizations by the
competent authorities.
Any subscription to the Offer made, directly or indirectly, in violation of the
restrictions indicated above will be considered as invalid.
Therefore, UniCredit shareholders not resident in Italy, Germany and Poland, should
avail themselves of specific legal opinions on the subject before taking any action in
relation to the Offer.
For further information, reference should be made to the Second Section, Chapter 5,
Paragraph 5.2.1.

5 INFORMATION ON THE COMPANY
5.1. History and growth of the Company
5.1.1. Corporate name of the company
The Company is called “UniCredit S.p.A.”.
5.1.2. Place of registration of the Company and its registration number
The Issuer is enrolled in the Rome Companies’ Register under No. 00348170101.
The Issuer is also enrolled in the Register of Banks and is the parent company of the
UniCredit Banking Group, enrolled in the Register of Banking Groups, No. 3135.1,
and is a member of the Interbank Guarantee Fund.
5.1.3. Date of establishment and duration of the Company
The Issuer is a joint-stock company established under private deed drawn up on April
28, 1870, with a duration until December 31, 2050.
5.1.4. Domicile and legal form of the Company, legislation on the basis of which it
operates, country of formation, address and telephone number of the registered
offices
The Issuer is a joint-stock company established in Genoa and is regulated and operates
on the basis of Italian law. The Issuer’s registered offices are in Via A. Specchi 16,
Rome, Italy and the Head Offices are in Piazza Cordusio 2, Milan, Italy, telephone
No. +39 02 88621.
5.1.5. History and growth of the Issuer and the Group
UniCredit (formerly Unicredito Italiano S.p.A.) and the Group of companies with the
same name which the latter heads up came about as a result of the merger, in October
1998, between the then Credito Italiano S.p.A., founded in 1870 under the name of
Banca di Genova, and Unicredito S.p.A., the latter the holding company which held
the controlling equity investments in Banca CRT, CRV and Cassamarca. As a result of
this merger, the Credito Italiano Group and the Unicredito Group pooled the strength
of their respective products and the complementary nature of the geographic coverage
for the purpose of more effectively competing on the banking and financial services
markets both in Italy and in Europe, thereby creating the UniCredit Group.
Since its creation, the Group has continued to expand in Italy and in Eastern European
countries, both via buy-outs and via systematic growth, also consolidating its role in
sectors of important significance outside Europe, such as the asset management sector
in the USA.
(A) The growth of the Group up until the HVB and Capitalia buy-outs
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The main ventures put together directly or indirectly by the Issuer up until the HVB
and Capitalia buy-outs, during consolidation of the Group’s role at national and
international level, are presented below.
(A)1. Growth in Italy, development of the asset management activities in the USA and the
reorganization of the Group
The launch of the Group’s growth started in February 1995, when Credito Italiano
acquired a majority shareholding of 63.36% in the share capital of Credito
Romagnolo, a company subsequently merged with Carimonte Banca S.p.A. giving rise
to Rolo Banca. The Group then continued its expansion at regional level; in November
1999, so as to enhance its presence in the Trentino-Alto Adige region, UniCredit
acquired a shareholding of 96.81% in the share capital of Caritro and, subsequently, in
February 2000 a shareholding of 36.4% in the share capital of CR Trieste, which was
then increased in 2000 to 79.35%. Furthermore, again for the purpose of enhancing its
territorial presence by means of the acquisition of holdings in regional banks located
in Central Italy with a vast network of commercial relationships at local level, as from
June 2000 UniCredit, via Rolo Banca, acquired a controlling interest in Banca
dell’Umbria and a controlling interest in CR Carpi, which were subsequently
increased, respectively, to 99.7% and 99.99% of the share capital.
The Group also undertook additional initiatives: in detail, as from January 2000,
Unicredito Italiano S.p.A. transferred the banking activities to the new Credito Italiano
and the investment banking activities to UniCredit Banca Mobiliare (then merged by
incorporation within UniCredit in March 2008 after having transferred its activities to
HVB); furthermore, in December 2002, UniCredit acquired a majority interest in
ONBanca, a multi-channel bank originally set up by Banca Popolare Commercio e
Industria in 1998, integrating the financial advisor network of ONBanca within the
structure of UniCredit Xelion Banca. With effect as from December 31, 2003, the
Group also acquired, via UniCredit Banca per la Casa, all the activities in the
mortgage loan sector of Abbey National Bank Italy, the Italian branch of Abbey
National Plc. During 2004, the acquisition was also finalized (i) of the entire share
capital of ING Sviluppo (a company subsequently merged by incorporation within
UniCredit as at May 1, 2005), the holding company of a group of companies operating
in the financial and asset management sector by means of a network of financial
advisors (the latter was then transferred to UniCredit Xelion Banca), as well as (ii) of
the activities relating to the retail and private banking segments originally carried out
in Italy by ING Bank N.V.
With specific reference to the asset management sector, in October 2000 UniCredit
acquired the global investment management division of the US Pioneer Group,
subsequently consolidating the asset management activities within PGAM.
Furthermore, as from 2002, PGAM developed and consolidated its activities by means
of the acquisition, in November 2002, of the entire share capital of Momentum Asset
Management and in January 2005, by means of the subsidiary Pioneer Investment
Management USA, Inc., of 49% of the share capital of Oak Ridge Investments L.L.C.,
a company active in the individual portfolio management sector.
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What is more, in August 2004 Pioneer Investment Management USA, Inc. took over
the management of the 22 mutual investment funds of Safeco Asset Management (an
associated company of Safeco Life Insurance Company) and acquired, in June 2005,
the mutual investment fund management activities of AmSouth Bancorporation,
including 23 funds. In January 2009, Pioneer Investment Management USA, Inc. then
acquired the Regions Morgan Keegan funds, for an equivalent value of US$1.5
billion.
Following the regional expansion nationally and with the aim of reorganizing its
structure in Italy for the purpose of increasing specialization in terms of customer
segmentation, the Group, on January 1, 2003, completed the reorganization project
(the “S3 Project”) via which the Group abandoned the federate banking model,
focused on geographic areas and implemented a divisional-structure model, focused
on the identification of the various customer segments.
As part of this reorganization project, the activities of the seven Italian commercial
banks (Credito Italiano, Banca CRT, CRV, Cassamarca, Caritro, CR Trieste and Rolo
Banca), were reallocated to three banking entities, entirely controlled by UniCredit,
each of which addressing a specific type of customer, delegating UniCredit in its
capacity as parent company, among other things, with the activities for defining the
Group structure and the optimum allocation of the resources within the sphere of said
Group. In detail:
i. the activities relating to the retail customer sector were allocated to UniCredit
Banca (formerly Credito Italiano);
ii. the activities relating to the corporate customer sector were allocated to
UniCredit Banca d’Impresa S.p.A. (now UniCredit Corporate Banking); and
iii. the activities relating to the private customer and asset management sector
were allocated to UniCredit Private Banking.
On a consistent basis with the purposes of the S3 project, the Issuer also undertook
additional initiatives aimed at rationalizing the activities, eliminating duplications and
obtaining synergies and cost reductions at Group level, transferring the related equity
investments of the individual product companies and the service companies on the
basis of the business areas identified above.
Furthermore, again for the purpose of reorganising its structure in Italy and disposing
of non-strategic assets, during 2003 the strategic and non-strategic real estate property
assets of UniCredit were concentrated in two newly-established, 100% owned
subsidiaries, UniCredit Real Estate and Cordusio Immobiliare (subsequently merged
within UniCredit Real Estate subject to the disposal of certain property assets) and in
June 2005 the banking activities of UBMC, represented by medium/long-term loan
activities and by special loans, were re-assigned in favour of other companies within
the Group.
As from 2005, in conclusion a process was launched for the disposal of equity
investments held by the UniCredit Group no longer considered strategic, including the
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equity investments in Cassa di Risparmio di Fossano S.p.A. (23.08%), Cassa di
Risparmio di Saluzzo S.p.A. (31.02%), Cassa di Risparmio di Bra S.p.A. (31.02%)
and that in Banca Cassa di Risparmio di Savigliano S.p.A. (31.01%), and in
September 2006, the security services activities were disposed of, transferred to 2S
Banca.
(A)2. Growth in Central Eastern Europe
As from the second half of 1999 and at the same time as the increase of the territorial
presence in Italy, the Group pursued a policy of expansion in Central and Eastern
Europe.
In detail, during August 1999, UniCredit acquired a holding of 50.09% (subsequently
increased to 59.26%) in the share capital of Bank Pekao which, at that time, was the
second leading bank in Poland, and in July 2000 acquired an equity investment of
62.59% in the share capital of Splitska Banka, then the third leading Croatian bank in
terms of total assets. During the second half of 2000, UniCredit acquired 51.23% of
the share capital of Pol’nobanka A.S. (now UniBanka A.S.) then the sixth leading
bank in Slovakia in terms of total assets (increasing its equity investment subsequently
to 77.21%) along with 93% (an equity investment which today comes to around
92.10% due to a number of purchase and disposal transactions) of the share capital of
Bulbank A.D., then the leading Bulgarian bank in terms of total assets.
Furthermore, in November 2000, UniCredit acquired an equity investment of 9.96%
in the share capital of Zagrebačka, which at the time was the main Croatian bank in
terms of total assets. As at the Date of the Prospectus, the equity investment held
comes to 84.44% partly following the voluntary take-over bid and the residual takeover
bid made during 2002 together with Allianz ZB DOO. On conclusion of the
acquisition of control over Zagrebačka, due to reasons linked to anti-trust legislation,
the Group took steps to transfer its controlling interest in Zagrebačka to BA (at that
time not yet part of the Group).
During 2002, UniCredit continued with its territorial expansion project, acquiring an
equity investment of 82.5% (then increased in the same year to 99.84%) in the share
capital of Demirbank Romania S.A. (now UniCredit Romania) and an equity
investment of 81.88% in the share capital of Demir Romlease S.A., an associated
company of UniCredit Romania. Again during the second half of 2002, UniCredit also
launched its presence in Turkey via Koç Finansal Hitzmetler A.S. (“KFS”), a joint
venture with the Koç Group, a leading institution in financial services in this
geographic area. Via an equity investment of 99.9%, KFS controls KoçBank A.S., a
company which between 2005 and 2006 implemented an expansion policy via
acquisitions at local level.
In February 2003, UniCredit acquired an equity investment of 85.16% (today equating
to the entire share capital following the subsequent increases in the investment and a
squeeze-out at the start of 2006) in the share capital of Zivnostenska Banka a.s., one of
the leading commercial banks in the Czech Republic in terms of total assets.
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(B) The merger transactions with the Group HVB and the consequent reorganization
With the aim of making a name for itself as one of the leading groups at international
level, on August 26, 2005 UniCredit made a public exchange offer so as to take over
control of HVB and the companies headed up by the same. Following this offer,
finalized during 2005, UniCredit acquired a holding of 93.93% in the share capital of
HVB.
On August 4, 2006, the Board of Directors of UniCredit and the supervisory board of
BA approved a plan for reorganisation of the subsidiaries in Central-Eastern Europe,
in order to transform BA into a sub-holding of the Group’s subsidiaries in CEE
countries, with the exception of Poland and Ukraine. Following the 2006 agreements
between UniCredit and BA and the agreements between HVB and UniCredit, HVB
and BA are discussing, as the next step, the transfer of most of BA’s investment
banking operations to HVB. The Group estimates that the terms and structure of the
transfer will be agreed at the beginning of 2010 and that the operation will be able to
be completed by the second half of 2010.
Subsequently, UniCredit furthered additional offers regarding the shares of listed
subsidiaries of HVB; in detail, these offers concerned BA (in which HVB held an
equity investment of 77.53% in the share capital) and Bank BPH (in which BA held an
equity investment of 71.03% in the share capital). Following the offer on BA shares,
UniCredit acquired a further holding in the same, equating to around 17.5% of the
capital, while the offer on Bank BPH shares concluded without any applications.
In January 2007, UniCredit (already directly the holder of an interest equating to
around 17.5% in BA) acquired the entire equity investment from HVB held by the
latter in BA, equivalent to 77.53% of the share capital. Following this transaction,
UniCredit acquired direct control over around 95% of BA, a holding subsequently
increased to 96.35%.
On January 23, 2007, UniCredit, in its capacity as majority shareholder of HVB and
BA, authorized the launch of a squeeze-out procedure on both banks. The HVB
squeeze-out, despite being challenged by the minority shareholders (for further details,
see the First Section, Chapter 20, Paragraph 20.8), was registered with the Munich
Companies’ Register on September 15, 2008; consequently, HVB shares were
transferred ex lege by the minority shareholders to UniCredit. The BA squeeze-out
was registered with the Companies’ Register at the Vienna Court on May 21, 2008
and, following the afore-mentioned transaction, UniCredit held an interest of 99.995%
in BA, while the residual 0.005% (equating to 10,100 shares) was held by AVZ and
BR-Funds. As part of the finalization of the afore-mentioned transactions, further to
formal request, as from November 23, 2005 ordinary UniCredit shares were admitted
for trading on the Frankfurt Stock Exchange, in the General Standard segment.
Furthermore, again further to formal request made to the competent authorities, as
from December 20, 2007, ordinary UniCredit shares were admitted for trading on the
Warsaw Stock Exchange as well.
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As part of the merger process with the HVB Group and with the aim of simplifying
the Group’s structures, reducing control chains, obtaining cost and revenue synergies
as well as managing the business of the new subsidiaries on a consistent basis with the
divisional model of the UniCredit Group, steps were also taken to make a further
rationalization based on the following guidelines:
• the merger within PGAM of the HVB and BA activities in the asset management
sector;
• the reorganization of certain banking activities in the CEE countries, with the
centralization of the same under the control of BA (with the exception of the
banking activities in Poland and the Ukraine held respectively by BA and HVB
and transferred to UniCredit);
• the reorganization of the leasing activities;
• the reorganization of the investment banking segment;
• the reorganization of the back office and ICT activities.
In April 2006, in compliance with a provision of the Croatian anti-trust authority, BA
transferred to Société Générale S.A. the equity investment in its subsidiary HVB
Splitska Banka D.D. (formerly Splitska Banka) included again within the UniCredit
Group following the merger with the HVB Group.
In November 2006, in order to facilitate the subsequent merger of the Polish
companies (Bank Pekao and BPH), BA transferred its equity investment of 71.03% in
Bank BPH to UniCredit. The merger of the Polish activities of the Group was
finalized by means of the partial spin-off of a part of the assets and liabilities of Bank
BPH to Bank Pekao. Following the spin-off, finalized on November 29, 2007, the
interest held by UniCredit in Bank Pekao came to 59.36%. Furthermore, on June 17,
2008, UniCredit transferred a majority holding in Bank BPH (post spin-off of the
assets and liabilities transferred to Bank Pekao) to GE Money Bank (equating to
65.9%), maintaining a holding in Bank BPH of around 5.1% of the share capital of the
same, subsequently disposed of to DRB Holding B.V. (a GE Group company) in
September 2009.
Lastly, in March 2007, HVB transferred the entire holding in Joint Stock Commercial
Bank HVB Bank Ukraine to Bank Pekao and, in February 2008, said Ukraine bank
was absorbed within UniCredit Bank Ltd. (now Open Joint Stock Company UniCredit
Bank), also a wholly-owned subsidiary of Bank Pekao.
(C) The merger with Capitalia and the consequent reorganization
With the aim of enhancing its position on the home market and exploiting the
opportunities for expansion at international level as well, on July 30, 2007, the general
shareholders’ meetings of UniCredit and Capitalia approved the merger by
incorporation of Capitalia within UniCredit. The merger deed was entered into on
September 25, 2007 and was registered with the Rome and Genoa Companies’
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Register on September 25, 2007 and September 27, 2007, respectively. The merger
was effective as from October 1, 2007.
Capitalia shareholders who did not contribute to the merger resolution exercised their
right to withdraw in pursuance of Articles 2437 et seq. of the Italian Civil Code. As a
result of the exercise of this right, the number of treasury shares held by the Company
rose from 87,000,000 (acquired following the buy-back transactions in 2004) to
170,833,899 shares. Subsequently, further to the additional sale of shares on several
occasions, the number of treasury shares in the portfolio amounted, as at December
31, 2008, to 476.000 (see First Section, Chapter 21, Paragraph 21.1.3).
Following the merger, with the aim of identifying solutions and methods for
integration between the two banking groups and so as to make the integrated
divisional models coherent with the internal organization structure of UniCredit, an
overall plan of activities was drawn up which can be summarized as follows:
• the integration of the banking activities;
• the reorganization of the asset gathering activities;
• the integration of the asset management activities;
• the reorganization of the operating activities (real estate property, back-office,
audit and information technology); and
• the reorganization of the additional leasing, factoring, non-performing loans,
fiduciary and security services activities.
In detail, the integration within the Group of the banking activities of the former
Capitalia banks (Banca di Roma S.p.A., Bipop Carire and Banco di Sicilia) was
achieved by means of:
• the creation of three new retail banks to which the Group’s retail business has
been transferred, with specific regional responsibilities respectively in northern
Italy (UniCredit Banca), central and southern Italy (UniCredit Banca di Roma)
and in Sicily (Banco di Sicilia), by means of the merger by incorporation –
effective as from November 1, 2008 - within UniCredit of UniCredit Banca,
Banca di Roma S.p.A., Banco di Sicilia, Bipop Carire and Capitalia Partecipazioni
S.p.A. and the conferral – with immediate effect after the efficacy of the aforementioned
merger – of the retail businesses to the three new retail banks, which,
for continuity’s sake, maintained the names UniCredit Banca, UniCredit Banca di
Roma and Banco di Sicilia;
• the conferral of the private, corporate, mortgage and personal loan businesses,
converged within UniCredit due to the afore-mentioned merger, in favour of
UniCredit Private Banking, UniCredit Corporate Banking (formerly UniCredit
Banca d’Impresa S.p.A.), UniCredit Banca per la Casa and UniCredit Consumer
Financing Bank S.p.A. (now UniCredit Family Financing Bank), respectively; and
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• the conferral of the properties, converged within UniCredit due to the merger, to
UniCredit Real Estate.
The reorganization of the asset gathering activities was achieved during the second
half of 2008 by means of the absorption by FinecoBank, a bank specialized in the
trading on-line sector, of UniCredit Xelion Banca.
Within the sphere of asset management activities, PGAM consolidated its role by
proceeding with the concentration of the operating activities in the asset management
and investment services sector of its subsidiaries under its sub-holding activities. In
detail, during the first half of 2008, steps were taken to integrate by means of merger
via incorporation:
• Capitalia Asset Management SGR S.p.A. within Pioneer I.M. SGR, with effect as
from March 29, 2008;
• Capitalia Investimenti Alternativi SGR S.p.A. within Pioneer Alternative
Investment Management SGR S.p.A., with effect as from April 1, 2008;
• Capitalia Investment Management S.A. within Pioneer Asset Management S.A. -
Luxembourg, with effect as from April 1, 2008.
So as to maximize the economies of scale and guarantee the full integration of the
UniCredit Group and the group of companies headed up by Capitalia – also with the
aim of improving the cost structure at Group level – the real estate property, audit,
information technology and back office activities have been concentrated respectively
in the companies UniCredit Real Estate, UniCredit Audit, UGIS and UPA (now UBP)
subsequently transformed into Società Consortili per Azioni (joint stock consortium
companies).
Furthermore, within the sphere of the corporate business line, the leasing and factoring
activities of the former Capitalia Group were concentrated within the Group’s
specialized companies. In the non-performing loans management sector (“NPL”),
steps were taken to concentrate the NPL of the former Capitalia Group companies in
Aspra Finance S.p.A., a direct subsidiary of UniCredit, also destined to gradually
absorb the NPL of the other Group companies.
With reference to fiduciary activities, with the aim of consolidating Cordusio
Fiduciaria S.p.A.’s leading position on the market in this sector, the mergers via
incorporation of Romafides S.p.A. and European Trust S.p.A. were finalized, both
with effect as from July 1, 2008.
On a consistent basis with the Group’s organization plan, with effect as from
November 1, 2008, UniCredit transferred the business segment relating to the
activities of the Markets area of the former Capitalia Group to HVB – Milan Branch.
Additionally, in accordance with the commitments undertaken vis-à-vis AGCM as
part of integration with the Capitalia Group and as indicated in the provision No.
17283 dated September 18, 2007 authorizing the merger with the Capitalia Group, in
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December 2007 UniCredit reached an agreement with third parties for the transfer of a
holding of 9.37% in the share capital of Mediobanca, thereby reducing its
shareholding in said bank to 8.66%.
Furthermore, in compliance with the commitments undertaken vis-à-vis AGCM and as
indicated in the afore-mentioned provisions, during May 2008 UniCredit entered into
an agreement for the sale of 183 branches to various banks (for further details, see the
First Section, Chapter 22, Paragraph 22.1.2).
In conclusion, by means of the same provisions indicated above, AGCM made
UniCredit dispose of the entire holding in the share capital of Assicurazioni Generali
and in the Generali group companies, by December 2008. As at that date, UniCredit
Bank Ireland Plc. (wholly-owned subsidiary of UniCredit), holder of a direct equity
investment in Assicurazioni Generali, had a bond issue convertible into Assicurazioni
Generali shares maturing. For the purpose of fulfilling said obligation, UniCredit had
declared to AGCM that it wished to proceed, in the event of conversion of the bond by
the assigns, with the material delivery of the Assicurazioni Generali shares indirectly
held, in place of cash settlement. However, on maturity of said bond (December 19,
2008) it emerged that the subscribers had not availed themselves of the faculty to
request conversion. UniCredit is therefore currently still indirectly in possession, via
UniCredit Bank Ireland Plc. of 44,195,587 Assicurazioni Generali shares, equating to
around 2.89% of the latter’s share capital. In the face of a specific request made by
UniCredit, AGCM first of all extended the deadline originally established for the
disposal of the shares in question by twelve months (until December 31, 2009),
without prejudice to UniCredit’s obligation not to exercise, until the disposal date, the
voting rights relating to these shares. Subsequently, UniCredit requested AGCM that
the activities aimed at the disposal of the holding in the share capital held in
Assicurazioni Generali be concluded by June 30, 2010. By means of provision dated
November 12, 2009, AGCM accepted this request, for the purpose of permitting
UniCredit to finalize the procedure underway for the complete definition of the
technical-operating formalities of the disposal, also in relation to the performance of
the financial markets. Pending finalization of the disposal, UniCredit will continue not
to exercise the voting right associated with the equity investment.
(D) Additional buy-out transactions and reorganization and recent events
In addition to the transactions with HVB and the Capitalia Group, the Group
continued to pursue its activities for expansion at international level. With regard to
activities in Eastern Europe, between 2006 and 2007, the Group acquired, via HVB
and BA, from Nordea Bank Finland plc., VTB Bank (France) S.A. and European Bank
for Reconstruction and Development (EBRD) additional equity investments in IMB
achieving total control over the Russian bank. Furthermore, in July 2007, for the
purpose of establishing a significant presence on the brokerage and investment
banking market in Russia, BA indirectly acquired, via a newly-established Austrian
holding company, the brokerage activities of the Aton Capital Group. In August 2007,
the Group also launched its presence on the asset management market in Russia, by
- 97 -

means of the formation of Pioneer Investment Management LLC, operating in the area
of domestic fund management and individual portfolio management activities.
Again with reference to expansion in Eastern Europe, in November 2007 the Group
acquired, via BA, an equity investment of 91.8% (subsequently increased to 99.70%
of the share capital) in ATF, the fifth leading Kazakh bank in terms of total assets and
in January 2008 acquired, via BA, 94.2% (then increased to 95.34%) of JSCB
Ukrsotsbank, the fourth leading Ukraine bank in terms of total assets.
Furthermore, in order to reorganize, concentrate and develop the activities in the
investment banking segment in Turkey, during August 2008 the subsidiary KFS
acquired control over the brokerage company San Menkul Değerler A.Ş., which was
transferred the activities with institutional customers currently followed by Yapi Kredi
Yatirim Menkul Degerler A.S. and some of the activities carried out in Turkey by
HVB and BA.
Other transactions carried out by the Group concerned the acquisition on the market,
by UniCredit, of an equity investment equating to around 4% in Banco de Sabadell
S.A., in May 2007, subsequently disposed of in the last quarter of 2009 for a total of
around €217 million, as well as the purchase, by PGAM, of an equity investment of
51% in the share capital of BOB Asset Management Company Ltd (now Baroda
Pioneer Asset Management Company Ltd), a company operating in India.
In April 2009, with the aim of developing the activities for the management of the
closed-end property funds of Pioneer I.M. SGR – a wholly-owned subsidiary of
PGAM – it acquired a shareholding of 37.5% in Torre SGR S.p.A. (a property fund
management company attributable to Fortress Investment Group LLC, in turn an
alternative management company listed on the New York Stock Exchange) as part of
the capital increase of the afore-mentioned company reserved for Pioneer I.M. SGR
and subscribed by the latter by means of conferral of its “property funds” business
segment.
Moreover, on a consistent basis with the objectives for rationalizing the Group’s
property assets, on December 30, 2008, UniCredit Real Estate took steps to contribute
a portfolio of 72 properties for a total contribution value of around €799 million held
by the Group to a closed-end property fund reserved for qualified investors, known as
Fondo Omicron Plus Immobiliare (“Omicron Plus Fund”) managed by Fimit. The
majority of the units issued in relation to this contribution were at the same time
disposed of by UniCredit Real Estate to qualified investors identified by Fimit, while
the remaining part of the units were disposed of during 2009. The properties
contributed have all been leased to the Group under lease agreements with a duration
of 18 years, renewable for a further 6 years, with characteristics which permit the
Group the necessary flexibility in the management of its sales network.
At the end of September 2009, UniCredit Real also transferred a portfolio of 13 listed
properties for a total contribution value of around €574 million held by the Group to a
closed-end property fund reserved for qualified investors, known as Core Nord Ovest
(“Core Nord Ovest Fund”) managed by REAM SGR S.p.A. (“REAM”). UniCredit
- 98 -

Real Estate subsequently transferred the majority of the holdings issued in relation to
said contribution to qualified investors identified by REAM. The majority of the
properties transferred to the funds have been leased to the Group under lease
agreements with a duration, according to the specific requirements of the Group, of 6,
12 or 18 years, renewable for a further 6 years, with characteristics which permit the
Group the necessary flexibility in the management of its sales network.
UniCredit Real Estate also made a contribution to an additional portfolio, comprising
179 properties used for business purposes, involving a total contribution value of
around €527 million, to the same Omicron Plus Fund, against which new units were
issued which it is envisaged will be placed with qualified investors identified by Fimit
within the first half of 2010. The properties contributed have all been leased to the
Group under lease agreements with a duration of 18 years, renewable for a further 6
years, with characteristics which permit the Group the necessary flexibility in the
management of its sales network.
For further details on these property transactions, see the First Section Chapter 22,
Paragraph 22.8.
On January 1, 2009 UniCredit Consumer Financing Bank S.p.A. (a company which
also received the “revolving payment cards” business segments of Bipop Carire,
UniCredit Banca di Roma and Banco di Sicilia) absorbed by merger UniCredit Banca
per la Casa subsequently changing its corporate name to UniCredit Family Financing
Bank, and then centralized the “salary-backed” loan activities previously seen to by its
subsidiary Fineco Prestiti S.p.A., intended for the management of its distribution
network.
In addition, again during the first few months of 2009, the project was implemented
for the concentration of the Group’s Italian and foreign ICT and back office activities
(launched as part of the integration with HVB), for the purpose of improving the coordination
and efficacy of the same to support the business as well as achieve further
economies of scale and purpose by means of the concentration of the afore-mentioned
activities of HVB and BA, respectively within UniCredit Global Information Services
S.p.A. and UniCredit Business Partner S.p.A.. For further information on the current
organizational structure of the Group, see the First Section, Chapter 7 of the
Prospectus.
In conclusion, in January 2009 within a market context characterized by high volatility
and uncertainty, UniCredit launched a capital increase under option for a total of
around €3 billion (the “2009 Capital Increase”), as part of a number of transactions
for enhancing the capital. This capital increase concerned 972,225,376 ordinary shares
offered at a subscription price of €3.083 for each ordinary share. The capital increase
was assisted by the guarantee of Mediobanca, which placed more or less all these
shares at the service of the issue of the CASHES and granted the same under usufruct
to UniCredit. For further information, see the First Section, Chapters 18 and 22 of the
Prospectus.
5.2. Main investments
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5.2.1. Investments made
The following table illustrates the evolution of the investments of the UniCredit Group
during the period ended as at September 30, 2009 and the financial years ended as at
December 31, 2008, 2007, 2006.
Description of the main investments made by the Group
(millions of €)
BALANCE
% change
SHEET FIGURES 09.30.2009 12.31.2008 12.31.2007 1 Property, plant and
12.31.2006 2009/2008 2008/2007 2007/2006
equipment 11,805 11,935 11,871 8,615 -1.1% 0.5% 37.7%
Intangible assets 25,640 26,482 26,271 13,336 -3.2% 0.8% 97.0%
of which: goodwill 20,381 20,889 20,342 9,908 -2.4% 2.7% 105.3%
Equity investments 3,781 4,003 4,186 3,086 -5.5% -4.4% 35.6%
1
The balances as at December 31, 2007 differ from those published in the consolidated financial statements as at December 31, 2007
due to:
- completion of the PPA;
- representation of transactions concerning leasing under construction and assets awaiting lease;
- transfer of the equity investment in Mediobanca. This transfer took place with reference to Mediobanca shares deriving from
Capitalia, on a consistent basis with the recorded evolution of the governance set-ups of the investee company. The
reclassification was carried out, also for the balances as at December 31, 2007, on a consistent basis with the reference
accounting standards.
(millions of €)
PROPERTY,
PLANT AND
% change
EQUIPMENT 09.30.2009 12.31.2008 12.31.2007 1 Property, plant and
equipment for
12.31.2006 2009/2008 2008/2007 2007/2006
functional use
Property, plant and
equipment held for
9,031 9,260 9,014 7,592 -2.5% 2.7% 18.7%
investment purposes
of which: valued at
2,774 2,675 2,857 1,023 3.7% -6.4% 179.3%
cost
of which: valued at
1,514 1,368 1,399 1,023 10.7% -2.3% 36.8%
fair value 1,260 1,307 1,458 - -3.6% -10.4% n.s.
Total 11,805 11,935 11,871 8,615 -1.1% -0.5% 37.7%
1
The balances as at December 31, 2007 differ from those published in the consolidated financial statements as at December 31, 2007
due to:
- completion of the PPA;
- representation of transactions concerning leasing under construction and assets awaiting lease.
Property, plant and equipment includes functional assets and assets held for
investment purposes. The former are represented by assets held to be used for the
production and supply of goods and services or for administrative purposes and with
reference to September 30, 2009 mainly comprise land (€1,878 million representing
20.8% of the total) and buildings (€4,043 million as at September 30, 2008 or 44.8%
of the total). The item also included furniture, electronic installations and other
tangible assets. Overall, property, plant and equipment for functional used fell with
respect to December 31, 2008 by 2.5% mainly with reference to land and buildings
whose book balance dropped overall by 10%.
Assets used for investment purposes are represented by assets held for the purpose of
collecting lease payments and/or held for the appreciation of the invested capital. In
accordance with the matters envisaged by the accounting standards, as from 2007,
following the consolidation of Euro-Immoprofil, the Group used the value
recalculation model (fair value) for the valuation of real estate property investments
- 100 -

associated with liabilities which acknowledge a return linked to the fair value of said
investments.
The value of the land has been separated from that of the buildings which exist on the
same, since land, in contrast to buildings, is not subject to depreciation and, therefore
is not depreciated.
Property, plant and equipment, overall, acquired under financial lease are not
significant (amount equating to 1.5% of the total as at September 30, 2009 compared
with 1.3% as at December 31, 2008). As at September 30, 2009, these assets totalled
€161 million.
(millions of €) % change
INTANGIBLE
ASSETS 09.30.2009 12.31.2008 12.31.2007 12.31.2006 2009/2008 2008/2007 2007/2006
Intangible assets
with unlimited
duration 21,444 21,967 21,392 10,734 -2.4% 2.7% 99.3%
Goodwill 20,381 20,889 20,342 9,908 -2.4% 2.7% 105.3%
Other intangible
assets 1,063 1,078 1,050 826 -1.4% 2.8% 27.1%
Intangible assets
with limited
duration 4,196 4,515 4,879 2,602 -7.1% -7.5% 87.5%
Intangible assets
generated internally 370 392 345 322 -5.6% 13.3% 7.1%
Other intangible
assets 3,826 4,123 4,534 2,280 -7.2% -9.1% 98.9%
Total 25,640 26,482 26,271 13,336 -3.2% 0.8% 97.0%
The decrease in intangible assets recorded in 2009 is essentially attributable – with
regard to goodwill –to the exchange effect of the various currencies and – with regard
to intangible assets with a limited duration- to the normal amortisation process.
The increase generated in 2008 is mainly attributable to the acquisition of
Ukrosotsbank (€1.2 billion), the squeeze-out of HVB (€0.4 billion) and BA (€0.4
billion) as well as other minor changes. The increases in question are matched by the
permanent impairment in value relating to the goodwill registered on ATF (€417
million) and JSC Ukrsotsbank (€333 million).
Goodwill recorded under the assets as at December 31, 2007 is mainly attributable to
the acquisition transactions finalized in previous years, relating to the HVB Group and
the Capitalia Group, as well as others of lesser impact.
In detail, the main changes in 2007 concerned the acquisition of the Capitalia Group
(€7,612 million on a provisional basis, since the PPA activities envisaged by the
reference accounting standards have not yet been completed at that time), the
acquisition of the ATF Group (€1,206 million), the acquisition of Aton (€238 million),
and the acquisition of additional holdings in the subsidiary IMB Bank (€115 million).
Again during 2007, following the changes in group and minority interests due to the
transfer of BA from HVB to UniCredit, an increase in the goodwill relating to the
HVB group (€192 million) also took place, partly offset by the value adjustment
consequent to the statement, by the HVB group, of tax benefits on prior losses existing
as at the date of acquisition (decrease of €143 million). The goodwill deriving from
- 101 -

integration with HVB subsequent to the adjustments previously made, as at December
31, 2007 amounted to €7,282 million.
The goodwill recorded under the balance sheet assets, since it has an indefinite useful
life, is not subject to systematic amortisation, but is subject to periodic checking of the
adequacy of the book value. This checking process (impairment test) is carried out at
least once a year, or more frequently, in the presence of signs of deterioration in the
value. The activities for checking the value of the goodwill are based on a preparatory
allocation of the value of the goodwill to the various CGU units which they are
attributable to; the definition of the scope of the CGUs is achieved so as to reflect the
internal segment reporting criteria adopted by the management control of the Issuer.
Any reduction in the value is determined on the basis of the difference between the
book value of the goodwill and its recoverable value, if lower. The recoverable value
is equal to the greater between the fair value of the CGU, net of any sales costs, and
the related value in use, deriving from its disposal at the end of the useful life. Any
value adjustments are recorded in the income statement and any subsequent value
writeback are not permitted to be stated.
When drawing up the consolidated management report as at September 30, 2009 – in
which the Group presents goodwill recorded for a total of around €20.4 billion –
considering that the impairment test on the goodwill has been carried out with
reference to the interim financial report as at June 30, 2009 and that significant
changes have not been observed in the basis of assumptions with respect to June 30,
2009, the conditions for carrying out a new impairment test on the goodwill as at
September 30, 2009 do not exist. Therefore, no value adjustments have been recorded
in relation to the goodwill. This said, the impairment test on the goodwill will in any
event be re-performed as of the 2009 financial year-end date.
Other intangible assets with an unlimited duration recorded in the financial statements
mainly refer to the recording of trademarks relating to the groups acquired in 2005 and
2007.
Other intangible assets with a limited duration (mainly client relationships) relating to
the UniCredit Group, are valued at cost which is amortised on a straight-line basis
with reference to the related useful life.
Equity investments
The item Equity investments included the value of the equity investments in
subsidiary companies, jointly controlled or subject to significant influence, held by the
UniCredit Group directly or via its subsidiaries.
The following table shows the breakdown of the equity investments recorded under
item 100 in the balance sheet.
(millions of €) % change
EQUITY INVESTMENTS 09.30.2009 12.31.2008 12.31.2007 12.31.2006 2009/2008 2008/2007 2007/2006
Equity investments subject to
significant influence (carried at
equity) 3,245 3,160 3,365 1,923 2.7% -6.1% 75.0%
Subsidiaries 1 1 4 13 0.0% -75.0% -69.2%
Other 535 842 832 1,150 -36.5% 1.2% -27.7%
- 102 -

Total 3,781 4,003 4,186 3,086 -5.5% -4.4% 35.6%
Equity investments subject to significant influence are carried at equity. With specific
reference to the equity investments in subsidiaries indicated in the tables, these are
investments which, given their non-significance in terms of impact on the consolidated
financial statements overall, have been carried at equity and not consolidated line-byline.
The remaining equity investments, other than in subsidiary or associated
companies and joint ventures, are classified as available-for-sale financial assets and
assets valued at fair value.
The table below presents a list of the equity investments in jointly-controlled
subsidiary companies (carried at equity) and in companies subject to significant
influence (information on investment relationships) as at September 30, 2009. With
regard to the information pertaining to the equity investments concerning previous
years, reference should be made to the matters included in the related tables contained
in the notes to the consolidated financial statements.
Name Location Type of
relationship 1
AIRPLUS AIR TRAVEL CARD
VERTRIEBSGESELLSCHAFT
M.B.H.
ALLIANZ ZB D.O.O.
DRUSTVO ZA
UPRAVLJANJE
DOBROVOLJNIM
ALLIANZ ZB D.O.O.
DRUSTVO ZA
UPRAVLJANJIE OBVEZNIM
Investment relationship
Investing company %
holding
VIENNA 8 DINERS CLUB CEE
HOLDING AG
33.33
ZAGREB 8 ZAGREBACKA BANKA
DD
ZAGREB 8 ZAGREBACKA BANKA
DD
AVIVA S.P.A. MILAN 8 UNICREDIT S.P.A. 49.00
BANK FUR TIROL UND
VORARLBERG
AKTIENGESELLSCHAFT
BANQUE DE COMMERCE ET
DE PLACEMENTS S.A.
BKS BANK AG (EHEM.BANK
FUR KARNTEN UND
STEIERMARK AG)
CA IMMOBILIEN ANLAGEN
AKTIENGESELLSCHAFT
CAPITALIA ASSICURAZIONI
S.P.A.
CENTRAL POLAND FUND
LLC
INNSBRUCK 8 CABET-HOLDING-
AKTIENGESELLSCHAFT
- 103 -
UNICREDIT BANK
AUSTRIA AG
GENEVA 8 YAPI VE KREDI BANKASI
AS
KLAGENFURT 8 CABET-HOLDING-
AKTIENGESELLSCHAFT
UNICREDIT BANK
AUSTRIA AG
VIENNA 8 UNICREDIT BANK
AUSTRIA AG
49.00
49.00
37.53
Effective %
of votes
available 2
9.85 4.93
30.67
28.01 29.93
8.02 7.36
11.17
MILAN 8 UNICREDIT S.P.A. 49.00
DELAWARE 1 BANK PEKAO S.A. 53.19

CNP UNICREDIT VITA S.P.A. MILAN 8 UNICREDIT S.P.A. 38.80
COMPAGNIA ITALPETROLI
S.P.A.
CONSORZIO SE.TEL.
SERVIZI TELEMATICI IN
LIQUIDAZIONE
CREDITRAS
ASSICURAZIONI S.P.A.
ROME 8 UNICREDIT CORPORATE
BANKING S.P.A.
NAPLES 8 QUERCIA SOFTWARE
S.P.A.
- 104 -
49.00
33.33
MILAN 8 UNICREDIT S.P.A. 50.00
CREDITRAS VITA S.P.A. MILAN 8 UNICREDIT S.P.A. 50.00
DA VINCI S.R.L. ROME 8 FONDO SIGMA 25.00
EUROPROGETTI & FINANZA
S.P.A. IN LIQUIDAZIONE
ROME 8 UNICREDIT
MEDIOCREDITO
CENTRALE S.P.A.
FIDIA SGR S.P.A. MILAN 8 UNICREDIT S.P.A. 50.00
G.B.S. - GENERAL BROKER
SERVICE S.P.A.
KRAJOWA IZBA
ROZLICZENIOWA S.A.
MALGARA FINANZIARIA
S.R.L.
MEDIOBANCA BANCA DI
CREDITO FINANZIARIO
S.P.A.
NOTARTREUHANDBANK
AG
NUOVA TEATRO ELISEO
S.P.A.
OAK RIDGE INVESTMENT
LLC
39.79
ROME 8 UNICREDIT S.P.A. 20.00
WARSAW 8 BANK PEKAO S.A. 34.44
TREVISO 8 UNICREDIT CORPORATE
BANKING S.P.A.
49.00
MILAN 8 UNICREDIT S.P.A. 8.66
VIENNA 8 UNICREDIT BANK
AUSTRIA AG
25.00
ROME 8 UNICREDIT S.P.A. 41.01
WILMINGTON 8 PIONEER INSTITUTIONAL
ASSET MANAGEMENT
INC
OBERBANK AG LINZ 8 CABET-HOLDING-
AKTIENGESELLSCHAFT
OESTERREICHISCHE
CLEARINGBANK AG
OESTERREICHISCHE
KONTROLLBANK
AKTIENGESELLSCHAFT
OSTERREICHISCHE HOTEL-
UND TOURISMUSBANK
GESELLSCHAFT M.B.H.
UNICREDIT BANK
AUSTRIA AG
VIENNA 8 UNICREDIT BANK
AUSTRIA AG
VIENNA 8 CABET-HOLDING-
AKTIENGESELLSCHAFT
SCHOELLERBANK
AKTIENGESELLSCHAFT
UNICREDIT BANK
AUSTRIA AG
VIENNA 8 UNICREDIT BANK
AUSTRIA AG
PAYLIFE BANK GMBH VIENNA 8 EUROVENTURES-
AUSTRIA-CA-
49.00
29.15 32.78
4.19 1.47
18.51
24.75
8.26
16.14
50.00
5.78

PIRELLI PEKAO REAL
ESTATE SP. Z O.O.
RAMIUS FUND OF FUNDS
GROUP LLC
S.S.I.S. - SOCIETA SERVIZI
INFORMATICI
SAMMARINESE S.P.A.
SE.TE.SI. SERVIZI
TELEMATICI SICILIANI
S.P.A.
SOCIETÀ GESTIONE PER IL
REALIZZO S.P.A. IN
LIQUIDAZIONE
- 105 -
MANAGEMENT GESMBH
UNICREDIT BANK
AUSTRIA AG
13.59
WARSAW 8 BANK PEKAO S.A. 25.00
DELAWARE 8 HVB ALTERNATIVE
ADVISORS LLC
BORGO
MAGGIORE
8 BANCA AGRICOLA
COMMERCIALE DELLA
R.S.M. S.P.A.
50.00
50.00
PALERMO 8 UNICREDIT S.P.A. 40.49
ROME 8 IRFIS - MEDIOCREDITO
DELLA SICILIA S.P.A.
0.05
UNICREDIT S.P.A. 26.38
SVILUPPO GLOBALE GEIE ROME 8 UNICREDIT S.P.A. 25.00
TORRE SGR S.P.A. ROME 8 PIONEER INVESTMENT
MANAGEMENT SOC. DI
GESTIONE DEL
RISPARMIO PER AZ
UNICREDIT (SUISSE) TRUST
S.A.
UNICREDIT (U.K.) TRUST
SERVICES LTD
UNICREDIT AUDIT
(IRELAND) LTD
YAPI KREDI KORAY
GAYRIMENKUL YATIRIM
ORTAKLIGI AS
LUGANO 1 UNICREDIT (SUISSE)
BANK S.A.
LONDON 1 UNICREDIT PRIVATE
BANKING S.P.A.
DUBLIN 1 UNICREDIT AUDIT
SOCIETÀ CONSORTILE
PER AZIONI
ISTANBUL 8 YAPI VE KREDI BANKASI
AS
37.50
100.00
100.00
100.00
1
Type of relationship: 1 = majority of voting rights during ordinary shareholders’ meetings; 8 = associated companies.
2
Availability of votes during ordinary shareholders’ meetings. The voting rights are shown only if different from the % holding in the
share capital.
Besides the companies indicated above, subsidiaries controlled exclusively and subject
to significant influence carried at cost also exist.
5.2.2. Investments underway
As at the Date of the Prospectus, there were no significant investments underway.
5.2.3. Future investments
As at the Date of the Prospectus, the Group had not undertaken any binding
commitments to achieve significant investments, nor had any been approved by the
management bodies of any of the Group companies.
30.45

6. OVERVIEW OF THE ACTIVITIES
6.1. The main activities of the UniCredit Group
6.1.1. Introduction
The UniCredit Group is a leading global financial group with a deep-rooted presence
in 22 countries, via representative offices and branches on 28 international markets
and a total of 179,047 employees (corresponding to 166,421 FTE) as of September 30,
2009.
The Group enjoys a position of primary importance in terms of the number of
branches in Italy, as well as a consolidated presence in some of the richest geographic
areas in Western Europe (such as Germany and Austria), and covers a role of primary
standing in terms of total assets in many of the 19 CEE countries in which it operates.
As at December 31, 2008, the UniCredit Group held a market share in terms of
branches equating to (i) 14.7% in Italy 9 , (ii) 2.1% in Germany 10 , via HVB, and (iii)
6.6% in Austria 11 , via BA.
In the financial year closed as at December 31, 2008, the UniCredit Group generated
revenues for €26,866 million, 41% of which attributable to the Retail sector, 24% to
CIB, 26% to CEE and Poland’s Markets, 5% to Private Banking and 4% to Asset
Management. In detail, during the financial year closed as at December 31, 2008, Italy
contributed 44% to the total revenues of the UniCredit Group, Germany 15%, CEE
countries 18%, Austria 10% and Poland 8%.
As at September 30, 2009, the UniCredit Group had generated revenues for the first
nine months of the year amounting to €21,129 million, leading to net profit of €1,331
million.
Furthermore again as at September 30, 2009, with total assets of €958 billion, the
Group developed more than €590 billion in direct deposits from customers and
securities and total loans to customers amounting to €565 billion.
The UniCredit Group’s asset portfolio is widely diversified by sector and geographic
area – with a strong focus on commercial banking activities – and includes loan
brokerage activities, asset management (asset management and private banking),
brokerage on international financial markets (sales & trading), investment banking,
leasing, factoring and bancassurance activities (the distribution of insurance products
via its branches).
The organizational structure of the UniCredit 12 Group is based on three Strategic
Business Areas co-ordinated by three different Deputy CEOs. The SBA are: (i) Retail;
(ii) Corporate & Investment Banking and Private Banking; and (iii) Global Banking
Services. CEE and Poland’s Markets are subject to a project for the implementation of
9 Source: UniCredit processing on Bank of Italy figures.
10 Source: UniCredit processing on Bundesbank figures.
11 Source: UniCredit processing on Oesterreichische Nationalbank (OeNB) figures.
12 For greater details on the organizational structures see the following Paragraph 6.2 of this Chapter.
- 106 -

a structure by sector of activities (so-called divisionalization) currently being
achieved. The head of this sector and that of the Asset Management activity sector,
which manages the related activities for the entire Group, are directly headed up by
the Chief Executive Officer.
6.1.2. Main activities
The Group’s main activities divide up into the following activity sectors:
Retail, which, from an organizational standpoint, is one of the three Strategic Business
Areas via which the Group operates;
CIB, which, from an organizational standpoint, is part of the Corporate & Investment
Banking and Private Banking Strategic Business Area;
Private Banking, which, from an organizational standpoint, is part of the Corporate &
Investment Banking and Private Banking Strategic Business Area;
Asset Management;
CEE and Poland’s Market.
For greater details on the breakdown of the Group’s organizational structure, see the
following Paragraph 6.2 in this Chapter.
The tables presented below identify the main economic figures of the UniCredit Group
relating to the various sectors of activities regarding the nine months as at September
30, 2009, as at September 30, 2008 and the financial years closed as at December 31,
2008, 2007 and 2006.
For comparative purposes, on a consistent basis with the statement criteria adopted in
Chapter 9 to which reference is made for further details, the income statement figures
as at December 31, 2007 shown in the tables are those reconstructed, or rather
inclusive of the Capitalia Group for the entire financial year despite the merger
transaction having been completed on October 1, 2007.
OPERATING INCOME
(millions of €) 09.30.2009 09.30.2008 12.31.2008 12.31.2007
reconstructed
12.31.2006
Retail 1 7,565 8,787 10,925 10,921 7,729
CIB 2 7,790 5,376 6,466 9,223 7,984
Ex Corporate
Banking
6,332 5,994 4,889
Ex Markets &
Investment
Banking
134 3,229 3,095
Private Banking 3 587 704 1,414 1,509 1,067
Asset Management 524 875 1,088 1,578 1,332
CEE and Poland’s
Markets
4,711 5,140 6,919 5,523 4,931
Parent Company
and other
companies 4
(48) (101) 54 748 421
Total 21,129 20,781 26,866 29,502 23,464
- 107 -

1 As from 2009, the Retail area also includes the Business Line Asset Gathering, previously included within Private
Banking. The comparative figure as of September 30, 2008 was constructed on the same basis.
2 The financial information relating to the CIB activities sector for the 9-month period ended as at September 30,
2008 was taken from the consolidated interim report as at September 30, 2009 for the purpose of which they were redefined
for comparative purposes. The financial information relating to CIB for the financial years ended as at
December 31, 2008, 2007 and 2006 is taken as the mere sum of the figures referring to the former Corporate Banking
and Markets & Investment Banking sectors as indicated and taken from the financial statements for the related
financial years. This information, shown exclusively for indicative purposes, does not include infragroup
cancellations and does not in any way represent the pro-forma figures relating to CIB as at December 31, 2008, 2007
and 2006 and therefore, also taking into account a number of changes to the scope of policies which took place in
2009, is not directly comparable with the financial information as at September 30, 2009 and September 30, 2008.
3 As from 2009, the Retail area also includes the Business Line Asset Gathering, previously included within Private
Banking. The comparative figure as of September 30, 2008 was constructed on the same basis.
4 The figures relating to the Issuer and other companies include the cancellations and consolidation adjustments.
OPERATING PROFIT
(millions of €) 09.30.2009 09.30.2008 12.31.2008 12.31.2007
reconstructed
12.31.2006
Retail 1 2,263 3,101 3,606 3,594 2,509
CIB 2 5,313 2,774 3,006 5,637 4,790
Ex Corporate
Banking
4,293 4,019 3,238
Ex Markets &
Investment
Banking
(1,287) 1,618 1,552
Private Banking 3 187 291 522 614 349
Asset Management 173 482 580 926 716
CEE and Poland’s
Markets
2,638 2,721 3,626 2,822 2,380
Parent Company and
other companies 4
(966) (1,106) (1,166) (247) (538)
Total 9,608 8,263 10,174 13,346 10,206
1
As from 2009, the Retail area also includes the Business Line Asset Gathering, previously included within Private
Banking. The comparative figure as of September 30, 2008 was constructed on the same basis.
2
The financial information relating to the CIB activities sector for the 9-month period ended as at September 30,
2008 was taken from the consolidated interim report as at September 30, 2009 for the purpose of which they were redefined
for comparative purposes. The financial information relating to CIB for the financial years ended as at
December 31, 2008, 2007 and 2006 is taken as the mere sum of the figures referring to the former Corporate Banking
and Markets & Investment Banking sectors as indicated and taken from the financial statements for the related
financial years. This information, shown exclusively for indicative purposes, does not include infragroup
cancellations and does not in any way represent the pro-forma figures relating to CIB as at December 31, 2008, 2007
and 2006 and therefore, also taking into account a number of changes to the scope of policies which took place in
2009, is not directly comparable with the financial information as at September 30, 2009 and September 30, 2008.
3
As from 2009, the Retail area also includes the Business Line Asset Gathering, previously included within Private
Banking. The comparative figure as of September 30, 2008 was constructed on the same basis.
4
The figures relating to the Issuer and other companies include the cancellations and consolidation adjustments.
GROSS PROFIT
(millions of €) 09.30.2009 09.30.2008 12.31.2008 12.31.2007
reconstructed
12.31.2006
Retail 1 720 2,206 2,807 1,949 1,343
CIB 2 1,403 1,504 805 5,039 3,902
Ex Corporate
Banking
2,991 2,955 2,367
Ex Markets &
Investment
Banking
(2,186) 2,084 1,535
Private Banking 3 175 311 511 584 330
Asset Management 179 503 599 934 667
CEE and Poland’s
Markets
1,336 2,417 3,131 2,486 2,050
Parent Company and
other companies 4
(1,133) (1,325) (2,395) (482) (82)
- 108 -

Total 2,680 5,616 5,458 10,510 8,210
1 As from 2009, the Retail area also includes the Business Line Asset Gathering, previously included within Private
Banking. The comparative figure as of September 30, 2008 was constructed on the same basis.
2 The financial information relating to the CIB activities sector for the 9-month period ended as at September 30,
2008 was taken from the consolidated interim report as at September 30, 2009 for the purpose of which they were redefined
for comparative purposes. The financial information relating to CIB for the financial years ended as at
December 31, 2008, 2007 and 2006 is taken as the mere sum of the figures referring to the former Corporate Banking
and Markets & Investment Banking sectors as indicated and taken from the financial statements for the related
financial years. This information, shown exclusively for indicative purposes, does not include infragroup
cancellations and does not in any way represent the pro-forma figures relating to CIB as at December 31, 2008, 2007
and 2006 and therefore, also taking into account a number of changes to the scope of policies which took place in
2009, is not directly comparable with the financial information as at September 30, 2009 and September 30, 2008.
3 As from 2009, the Retail area also includes the Business Line Asset Gathering, previously included within Private
Banking. The comparative figure as of September 30, 2008 was constructed on the same basis.
4 The figures relating to the Issuer and other companies include the cancellations and consolidation adjustments.
As at September 30, 2009, loans to customers and customer deposits and securities
issued by the UniCredit Group amounted respectively to €565 billion (-7.7% with
respect to the closing value as at December 31, 2008) and €590 billion (-0.2% with
respect to the closing value as at December 31, 2008).
A summary description of each sector of activities of the UniCredit Group is presented
below.
(a) Retail
The Retail activities sector – which includes the three Italian commercial banks
UniCredit Banca, UniCredit Banca di Roma and Banco di Sicilia, as well as the Retail
Business Lines of HVB in Germany and BA in Austria – has the primary aim of
satisfying the financial needs of the Group’s retail customers.
So as to be able to offer products created to meet the specific requirements of the
customers, these customers are currently divided into three sub-segments: (i) mass
market (made up of customers with available assets of up to €100,000); (ii) affluent
(made up of customers with available assets of between €100,000 and €500,000); and
(iii) small businesses (which includes professionals and businesses with a turnover of
less than €3 million). In Italy, the segmentation in terms of size is flanked by
segmentation on a geographic basis. In particular, UniCredit Banca operates in
Northern Italy, UniCredit Banca di Roma in Central-Southern Italy and Banco di
Sicilia in Sicily.
With regard to the period ended as at September 30, 2009, the Retail sector
represented 35.8% of the total operating income of the UniCredit Group.
The table below indicates the main income statement figures of the UniCredit Group
relating to the Retail sector with reference to the nine months as at September 30,
2009 and September 30, 2008 and the financial years ended as at December 31, 2008,
2007 and 2006.
(millions of €)
INCOME STATEMENT
FIGURES
09.30.2009 09.30.2008 12.31.2008 12.31.2007
reconstructed
12.31.2006
OPERATING INCOME 7,565 8,787 10,925 10,921 7,729
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OPERATING PROFIT 2,263 3,101 3,606 3,594 2,509
GROSS PROFIT 720 2,206 2,807 1,949 1,343
As at September 30, 2009, loans to customers and customer deposits and securities
issued by the Retail sector amounted respectively to €169,295 million and €242,529
million and represented 29.9% of total loans to customers and 41.1% of total customer
deposits and securities of the UniCredit Group, respectively.
The following table illustrates the composition of customer loans and deposits of the
UniCredit Group (with indication of the percentage with respect to the total of the
activity sector), broken down by geographic area, as at September 30, 2009.
09.30.2009
(millions of €)
Loans to
customers
- 110 -
%
Customer
deposits and
securities
Italy 115,762 68.4% 178,208 73.5%
Germany 35,060 20.7% 31,686 13.1%
Austria 18,473 10.9% 32,635 13.5%
Total 169,295 100% 242,529 100%
UniCredit Family Financing Bank is also included under the Retail sector, the new
Group bank which supports retail customers with solutions which are able to respond
to the numerous finance requirements of households; the bank was established on
January 1, 2009 via the integration of UniCredit Consumer Financing Bank S.p.A., a
Group company specialized in consumer credit, and UniCredit Banca per la Casa,
specialized in home mortgage loan business.
The Retail sector also includes Asset Gathering, the business line specialized in
private retail customer deposit taking by means of the direct channel and the financial
advisor network. Asset Gathering operates in Italy via FinecoBank, in Germany via
DAB Bank and in Austria via DAT Bank; these banks offer the banking and
investment services of traditional retail banks, differentiating themselves, due to a
technological innovation vocation, which mainly emerges in the development of
innovative business such as trading on-line.
The Retail Strategic Business Area, with regard to its various activities, also acts as a
product company for the promotion and management of bancassurance services in all
the geographic areas, including the countries forming part of the CEE and Poland’s
Market activity sector.
The UniCredit Group range for mass market customers includes:
(i) current accounts and other types of deposit accounts adapted to all the customer
needs, from basic ones with an operational type of requirement, to more
advanced ones relating to investment management. Furthermore, products
dedicated to customers who particularly use direct channels, such as ATMs and
internet banking, are present;
%

(ii) credit, debit and prepaid cards, with the possibility for the customer to choose
the VISA or Mastercard circuits both for credit and debit cards;
(iii) mortgage and other loans, intended for both new requirements, such as first-time
home buyers, and the replacement of mortgage loans taken out with other banks;
(iv) consumer credit and personal loans to be repaid by means of portions of wages
or salaries amounting to up to one fifth of the total remuneration (so-called
“salary-backed”), with a vast range of products studied for the various financing
needs of the customers;
(v) life assurance policies, certificates of deposit and bonds specifically conceived
for the mass market needs; and
(vi) non-life business insurance policies covering loans.
Product solutions dedicated to specific customer segments or personalized on the basis
of related requirements, are also envisaged.
With reference to affluent customers, the range of services is represented by
“UniCredit First”, an advisory service which has the aim of permitting the UniCredit
Group to cover a leading role in this customer segment. This service model was
launched in November 2005 by UniCredit Banca and was extended to all the retail
banks in the UniCredit Group operating in Italy.
Specifically, the “UniCredit First” service model is based on five key elements:
− the assignment of a dedicated consultant with specific training available for allround
advice;
− the sub-segmentation of the customers, so as to meet the specific needs of each
sub-segment by means of adjusting the level of the service offered;
− the analysis of the customer needs, so as to be able to offer a systematic response
to all the financial needs in relation to the various timescales;
− the financial efficiency principles, in order to guarantee consistency between the
customer’s risk profile, the timescale and the allocation of the investments using
asset management as a fundamental instruments for diversification; and
− the commercial processes aimed at supporting the advisory activities carried out
by the consultant over time, by means of centrally scheduled and governed
meetings.
Within the sphere of the market and products ascribable to asset management, offered
to both mass market customers and affluent customers, the range of asset management
and life bancassurance products, even following the recent crisis which characterized
the financial markets, was affected by measures aimed at making said range more
efficient and streamlining it. Within this sphere, the UniCredit Group is able to offer,
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among others, mutual investment funds, unit-linked policies (full life and with
maturity) and policies with recurrent premiums.
In conclusion, with reference to small business customers, the range of services is
divided into two separate models:
− the Business Prime model, for high-bracket customers with more structured
business needs; and
− the Business Easy model, for customers with a simpler financial structure and
needs (“Small Economic Operators”),
which make it possible to offer each business-customer a specialized and dedicated
service.
A distinctive element of the Business Prime model is the offer of an integrated
advisory service so as to satisfy both the needs of the companies and the personal
requirements of the entrepreneur and his family. Working with this model, the
UniCredit Group is able to offer an integrated team of consultants, who are assigned
the portfolios of the client companies, with an investment specialist who is assigned a
portfolio of private customers, linked to the same.
The Business Easy service model aims to offer Small Economic Operators a simple
and direct service, also provided via a dedicated consultant (the Business Easy
consultant), who offers themselves as the main stakeholder of the company with
whom the customers can interact also via interactive channels. With respect to the
Business Prime model, this service model makes it possible to provide greater
commercial coverage which ensures the possibility of dealing with the many
customers in the Small Economic Operators segment.
With regard to the small business commercial offer, the range of current accounts aims
to satisfy the various operating needs of the businesses (from self-service accounts
with a contained cost for companies which use the on-line facilities, to all-inclusive
accounts with a higher price for companies which have more complex banking needs),
also with sector-based accounts for specific sub-segments. In detail, the low-cost selfservice
accounts are supported by an extensive networks of Latest Generation ATMs,
which envisages the possibility for the customers of paying in cash and cheques,
thereby avoiding visits to the branch.
With regard to loans, the Group has a complete range of products, with basic and
specific loan facilities by sector, so as to more fully meet the need of every business.
The strategy in this sector is to make a customized range and innovative solutions
available so as to more efficiently respond to the new requirements or to contingent
situations, also by means of agreements with territorial bodies and associations and by
means of legislative concessions.
(b) Corporate & Investment Banking
- 112 -

The CIB business segment focuses on businesses who operate on the main markets
where the Group is present, supporting these customers in growth and
internationalization projects and sustaining them during any reorganization phases.
The consolidation of the position of regional specialist within a European sphere with
regard to more advanced services relating to operations on the global financial and
investment banking markets characterizes and complete the service range for the
customers even further.
The deterioration of the international economic-financial context which started in
2008 and whose main effect was the manifestation of a recessionary trend globally,
meant that the UniCredit Group had to review its business model, in particular that
addressing the system of businesses, so as to make its more consistent with the
mission of creating sustainable value over the long-term.
The main result of this change was to aggregate and consequently reorganize the
previous sectors of activities, Corporate and Markets & Investment Banking, in the
new CIB business segment, with the strategic aim of rationalizing the governance
structure of the various activities involved, and concentrating the expertise in terms
of:
- understanding of customer needs, entrepreneurial and institutional, by means of a
wide-spread distribution network, specialized by specific customer segments;
- creation of a skills centre at Group level dedicated to the development of
products and related advice for the sales network in the customer service and
offer activities;
- mitigations of the risks by means of a sole vision in relation to the customer and
the adoption of standard methods for gauging the risk and specific product
expertise.
During the period ended as at September 30, 2009, CIB activities represented around
36.9% of the total operating income of the UniCredit Group.
The table below indicates the main income statement figures of the UniCredit Group
relating to the CIB business segment with reference to the nine months ended as at
September 30, 2009 and September 30, 2008. The figures shown with reference to the
financial years ended as at December 31, 2008, 2007 and 2006, are taken as the mere
sum of the figures referring to the previous business segments Corporate and Markets
& Investment Banking, as indicated in the financial statements for the related
financial years.
(millions of €) 09.30.2009 09.30.2008 1 INCOME STATEMENT
FIGURES
12.31.2008 12.31.2007
reconstructed
12.31.2006
OPERATING INCOME 2 7,790 5,376 6,466 9,223 7,984
Ex Corporate Banking 6,332 5,994 4,889
Ex Markets & Investment
Banking
134 3,229 3,095
- 113 -

OPERATING PROFIT 2 5,313 2,774 3,006 5,637 4,790
Ex Corporate Banking 4,293 4,019 3,238
Ex Markets & Investment
Banking
(1,287) 1,618 1,552
GROSS PROFIT 2 1,403 1,504 805 5,039 3,902
Ex Corporate Banking 2,991 2,955 2,367
Ex Markets & Investment
Banking
(2,186) 2,084 1,535
1
The financial information relating to the CIB activities sector for the 9-month period ended as at September 30,
2008 was taken from the report as at September 30, 2009 for the purpose of which they were re-defined for
comparative purposes.
2
The financial information relating to CIB for the financial years ended as at December 31, 2008, 2007 and 2006 is
taken as the mere sum of the figures referring to the former Corporate Banking and Markets & Investment Banking
sectors as indicated and taken from the financial statements for the related financial years. This information, shown
exclusively for indicative purposes, does not include infragroup cancellations and does not in any way represent the
pro-forma figures relating to CIB as at December 31, 2008, 2007 and 2006, also taking into account a number of
changes to the scope and policies which took place in 2009, it is not directly comparable with the financial
information as at September 30, 2009.
As at September 30, 2009, loans to customers and customer deposits and securities
issued by the CIB business segment amounted respectively to €302,997 million and
€184,334 million and represent 53.6% of total loans to customers and 31.2% of total
customer deposits and securities of the UniCredit Group, respectively.
The new CIB organizational model is based on the creation of a matrix structure
based on the clear separation of the commercial skills (coverage), represented by the
distribution networks present on the reference markets, from the product skills,
comprising the Product Lines, whose know-how is centralized on the entire range of
products offered, serving the CIB business segment.
By means of dedicated sales networks, distributed throughout the various reference
countries, the CIB networks (Network Italy, Network Germany, Network Austria
and Financial Institutions Group – FIG), are responsible for the relationship with the
customer companies, banks and financial institutions and the sale of the wide range
of financial products and services dedicated to the same, from traditional lending and
typical services activities of commercial banks, to more complex services with a
higher added value such as project finance, acquisition finance and other investment
banking and international financial market transaction services. The four dedicated
Product Line (Financing & Advisory, Markets, Global Transaction Banking and
Leasing) complete and develop the sales activities of the network, the experience and
production proposition; in detail:
• Financing & Advisory (“F&A”). Skills centre for all the business activities
relating to credit and business advice. It directly sees to advisory services in
relation to credit disbursement activities both in terms of structuring of the
transactions and pricing for the more advanced products and more
sophisticated customers, in collaboration with the networks; it supervises and
provides the guidelines for the definition of the pricing of plain vanilla finance
transactions with corporate customers.
• Markets. This Product Line is responsible for the following products: rates,
FX, equities, capital market activities and activities linked to the lending
- 114 -

markets and corporate treasury sales (CTS) dedicated to business and
institutional customers, also by means of a dedicated sales structure.
• Global Transaction Banking (“GTB”). Skills centre for cash management
and e-banking products, supply chain finance, trade finance, and for structured
trade & export finance activities and, in conclusion, global securities services.
• Leasing. The Leasing Product Line is responsible for the co-ordination of all
the structuring, pricing and sales activities for leasing products within the
Group, capitalising on its own distribution network operating in close cooperation
with the banking networks. Recently, this Product Line saw the
completion of the process for the reorganization of the activities in Italy
implemented by means of the integration of the activities of Locat and
UniCredit Global Leasing.
(c) Private Banking
The Private Banking business segment is responsible for the development of the
Private Banking segment in Italy, Germany and Austria and operates, as a global
business, in all the geographic spheres, including the CEE countries, directing,
supporting and controlling the development of the business activities at regional level.
The activities of the Business Unit mainly address private customers with average-tohigh
financial resources (by way of indication customers with assets under
management of over €500,000), providing advisory services and solutions for the
management of the assets.
During the nine-months ended as at September 30, 2009, Private Banking activities
represented 2.8% of the total operating income of the UniCredit Group.
The table below discloses the main income statement figures of the UniCredit Group
relating to Private Banking with reference to the nine months as at September 30,
2009 and September 30, 2008 and the financial years ended as at December 31, 2008,
2007 and 2006.
(millions of €)
INCOME STATEMENT
FIGURES
09.30.2009 09.30.2008 12.31.2008 12.31.2007
reconstructed
12.31.2006
OPERATING INCOME 587 704 1,414 1,509 1,067
OPERATING PROFIT 187 291 522 614 349
GROSS PROFIT 175 311 511 584 330
From 2009 onwards, the Private Banking area does not include the Asset Gathering Business Line, transferred to
Retail. The comparative figure as at September 30, 2008 was reconstructed on the same basis.
As at September 30, 2009, loans to customers and direct customer deposits and
securities relating to the Private Banking activities amounted, respectively, to €6,709
million and €22,758 million and represent 1.2% of total loans to customers and 3.9%
of total customer deposits and securities of the UniCredit Group, respectively.
- 115 -

The Private Banking business segment uses traditional channels typical of the
customer segment, or rather private bankers distributed mainly throughout the
dedicated branches of the UniCredit Group banks located throughout the territory.
The UniCredit Group operates within the sphere of Private Banking in Italy, via the
subsidiary UniCredit Private Banking, in Germany via the Wealth Management
Business Line of HVB and in Austria via the Private Business Line of BA (as from
October 2009, following the merger of Bank Privat AG and Asset Management
GmbH within BA) and via the subsidiary Shoellerbank Aktiengesellschaft, which is
present on certain European offshore financial markets (such as Switzerland,
Luxembourg and San Marino; with regard to the latter, Switzerland and Luxembourg
represent the International Business Line, while San Marino pertains to the Private
Banking Italy Business Line).
The financial assets managed and administered by the Private Banking business as at
September 30, 2009 came to just over €134 billion, of which a higher portion in Italy
and lower portions in Germany, Austria and the International Business Line. As at the
same date, the managed component amounted to around €35 billion, with an incidence
on total ordinary financial assets of around 33%.
The UniCredit Group range in the private banking sector capitalises on the ability to
offer an integrated approach to protect and increase the invested capital, maximising
the value of all the types of assets by means of recourse to a wide range of financial
products and services.
The constant attention paid to the greater satisfaction of customer needs also led to the
introduction of new products capable of combining the various preferences in terms of
risk and return of the investments and of enhancing the wealth advisory service. For
such purposes, the Private Banking business segment also provides placement services
for mutual funds of companies not belonging to the Group.
(d) Asset Management
The Asset Management business segment operates globally via PGAM, which
performs the role of sub-holding company for the afore-mentioned sector and
represents the legal and managerial presence in the sector of activities. This sector of
activities is responsible for the development of Asset Management as a centralized
product entity in all the geographic areas, directing, supporting and checking the
development of the business activities at regional level.
During the nine months ended as at September 30, 2009, Asset Management activities
represented 2.5% of the total operating income of the UniCredit Group.
The table below discloses the main income statement figures of the Group relating to
the Asset Management business segment with reference to the nine-months as at
September 30, 2009 and September 30, 2008 and the financial years ended as at
December 31, 2008, 2007 and 2006.
(millions of €) 09.30.2009 09.30.2008 12.31.2008 12.31.2007 12.31.2006
- 116 -

econstructed
INCOME STATEMENT
FIGURES
OPERATING INCOME 524 875 1,088 1,578 1,332
OPERATING PROFIT 173 482 580 926 716
GROSS PROFIT 179 503 599 933 667
Total assets under management and administration as at September 30, 2009 relating
to the Asset Management business came to €181 billion, of which the managed
component amounted to €172 billion and the administered component around €9
billion.
Total assets under management as at September 30, 2009 presented the following
breakdown: monetary funds 10.6%; share-based funds 19.8%; bond-based funds
49.6%; hedge funds 1.3%; flexible/balanced funds 18.2%; and real estate funds 0.4%.
In Italy, via PGAM, the UniCredit Group is active is in the asset management segment
with assets under management, as at September 30, 2009, totalling around €93 billion,
in the USA with assets under management amounting to around €31 billion, in
Germany with assets under management of approximately €21 billion, in Austria with
assets under management totalling around €14 billion and in the CEE countries and on
international markets with assets under management totalling about €14 billion.
The following table illustrates total financial assets, under management and
administration, in the Asset Management business segment as at September 30, 2009.
09.30.2009
(billions of €)
Financial assets
Total financial assets 181.4
Total assets managed 172.0
- Italy 92.7
- USA 30.8
- International 8.2
- Germany 20.9
- CEE 5.5
- Austria 13.9
Total assets managed 9.4
PGAM is the global investment manager of the UniCredit Group dedicated to the
growth and management of customers’ financial assets.
In its capacity as partner of various financial institutions in an international sphere, the
Asset Management business segment offers a vast range of innovative financial
products both to private and institutional customers, such as mutual funds, speculative
funds, portfolio management and structured products.
(e) CEE and Poland’s Markets
The UniCredit Group operates in 19 Central-Eastern European countries, offering a
wide range of products and services to retail, corporate and institutional customers in
these countries. This activity sector is managed by BA who is assigned the role of sub-
- 117 -

holding company for the banking activities in the CEE countries, with the exception of
Poland which falls under the Poland’s Markets Business Unit.
CEE
During the first nine months ended as at September 30, 2009, the CEE segment
represented 16.5% of total operating income of the UniCredit Group.
The table below discloses the main income statement figures of the Group relating to
the CEE segment with reference to the nine months as at September 30, 2009 and
September 30, 2008 and the financial years ended as at December 31, 2008, 2007 and
2006.
(millions of €)
INCOME
STATEMENT
FIGURES
09.30.2009 09.30.2008 12.31.2008 12.31.2007
reconstructed
12.31.2006
OPERATING INCOME 3,504 3,409 4,736 3,367 2,799
OPERATING PROFIT 2,065 1,796 2,503 1,638 1,279
GROSS PROFIT 611 1,144 2,021 1,342 1,051
As at September 30, 2009, loans to customers and customer deposits and securities
relating to the CEE segment amounted respectively to €58,201 million and €47,538
million, and represent 10.3% of total loans to customers and 8.1% of total customer
deposits and securities, respectively.
During the first nine months ended as at September 30, 2009, the CEE countries which
contributed mainly in terms of Group operating income were: Turkey (4.0%), Russia
(2.2%), Croatia (2.1%) and the Czech Republic (1.2%).
Within the sphere of the CEE countries and with reference to retail customers, the
UniCredit Group is able to offer its customers an extensive portfolio of products and
services, on a consistent basis with that offered on the Italian, German and Austrian
markets, where the Retail Strategic Business Area is operative.
With reference to corporate customers, UniCredit Group is constantly involved in the
standardization of the customer segments, the sharing of the business models and the
standardization of the range of products offered, so as to ensure access to its network
from any country where the UniCredit Group is present. This approach involves a
dedicated offer of global products, in particular cash management and trade finance
solutions, for corporate customer who operate in more than one CEE country.
Poland’s Market
The Poland’s Markets sector handles the business activities of the UniCredit Group in
Poland and part of the Group’s activities in the Ukraine (Open Joint Stock Company
UniCredit Bank, a subsidiary of Bank Pekao) and represents 5.7% of the total
operating income of the UniCredit Group.
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The table below discloses the main income statement figures of the Group relating to
the Poland’s Market segment with reference to the nine months as at September 30,
2009 and September 30, 2008 and the financial years ended as at December 31, 2008,
2007 and 2006.
(millions of €)
INCOME STATEMENT
FIGURES
09.30.2009 09.30.2008 12.31.2008 12.31.2007
reconstructed
12.31.2006
OPERATING INCOME 1,207 1,731 2,183 2,156 2,132
OPERATING PROFIT 573 925 1,123 1,184 1,101
GROSS PROFIT 244 423 1,110 1,144 999
As at September 30, 2009, loans to customers and customer deposits and securities
relating to the Poland’s Markets segment came respectively to €18,844 million and
€20,730 million and represent 3.3% of total loans to customers and 3.5% of customer
deposits and securities of the UniCredit Group, respectively.
Via Bank Pekao, in Poland the UniCredit Group as at September 30, 2009 was able to
capitalize on a vast network of branches and ATMs, permitting the customers to avail
of complete availability and easy access to the banking channels throughout the
country. In the Ukraine, the UniCredit Group, as at September 30, 2009, via Open
Joint Stock Company UniCredit Bank, had a growing position both in corporate
banking which represents the UniCredit Group’s core business, and in retail.
6.1.3. Legislative framework
The following paragraphs provide a brief description of the main legislation which
disciplines the activities of the UniCredit Group, applicable in Italy, Germany and
Poland.
Italy
The fundamental principles which discipline the performance of the banking activities
are contained in the TUB and in the Supervisory Instructions for banks issued by the
Bank of Italy (the “Supervisory Instructions”). The TUB contains, inter alia,
provisions regarding: (i) the authorization to carry out banking activities, (ii) the
acquisition of equity investments in banks, (iii) banking supervision and the capital
adequacy requirements and (iv) the share-based investments made by banks. The
Supervisory Instructions contain the detailed discipline of the general principles
pursuant to the TUB.
Authorization to carry out banking activities
Article 10 of the TUB establishes that the raising of savings from the general public
and the exercise of lending activities represent banking activities. Pursuant to Article
14 of the TUB, the Bank of Italy authorizes banking activities when all the conditions
indicated in the afore-mentioned article apply and enrols, pursuant to Article 13 of the
TUB, the banks authorized in Italy to carry out banking activities in a specific register
handled by the Bank of Italy.
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Acquisition of equity investments in banks
Directive No. 2007/44/EC dated September 5, 2007 introduced a new approach, with
maximum harmonizing effect, for the “procedural regulations and criteria for the
prudent valuation of acquisitions and increases in equity investments in the financial
sector”. The harmonization concern banks, investment companies, insurance and reinsurance
companies in a European Union member nation.
In accordance with the communication of the Bank of Italy dated May 12, 2009,
having taken into account that the deadline for acknowledgement has expired and that
the directive contains detailed, clear and precise provisions, when determining the
rights and obligations pertaining to the parties who are the recipients of the same, the
Bank of Italy deemed – according to the approach shared with the Ministry for the
Economy and Finance – that these provisions are directly effective in the Italian legal
system; therefore, they must be applied pending the assimilation of the directive, even
if in contrast with or not envisaged by Italian framework legislation currently in force.
Specifically, in accordance with the communication of the Bank of Italy dated May
12, 2009, pursuant to Articles 12 and 19 of the Directive 2006/48/EC (relating to
access to the activities of lending institutions and the exercise thereof) as amended by
Directive 2007/44/EC, the parties who intend – alone or with others – to acquire,
directly or indirectly, equity investments in banks or parent companies which, taking
into account those already held, give rise to the following, are required to request
authorization in accordance with Article 19 of the TUB:
(a) an equity investment equal to or greater than 10% or the reaching or
exceeding of the thresholds of 20%, 33% and 50% in the share capital or of
the voting rights;
(b) the possibility of exercising significant influence over operations;
(c) control, irrespective of the entity of the equity investment.
Consequently, Article 19.1 of the TUB must cease to apply, with regard to the part
which envisages that the acquisition of shares or holdings in a bank by whomever -
when this involves an equity investment of more than 5% in the share capital of a
bank represented by shares or holdings with the right to vote - must be authorized in
advance. It is also recalled that – for the purpose of initially implementing Directive
2007/44/EC - Article 14 of Italian Decree Law No. 185 dated November 29, 2008,
converted by means of Italian Law No. 2 dated January 28, 2009, already repealed
sections 6 and 7 of Article 19 of the TUB; the repeal permits parties who, also via
subsidiary companies, carry out business activities to a significant extent in nonbanking
and non-financial sectors, to request authorization for the undertaking of
equity investments also greater than 15% of the voting rights in banks and parent
companies of banking groups. The authorization to acquire equity investments by
these parties is issued by the Bank of Italy if the conditions envisaged by said Article
19 and the related implementing provisions, in as far as they are compatible, apply.
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For the purposes of assessing the request, the general professional competence in
managing equity investments or, considering the degree of influence over the
management which the equity investment to be acquired makes it possible to exercise,
the specific professional competence in the financial sector, will also have to be
ascertained.
On the basis of Article 19 bis of Directive 2006/48/EC, introduced by Directive
2007/44/EC, the Bank of Italy assessed – for the purpose of ensuring a sound and
prudent management of the bank to which the acquisition project refers and in
proportion to the probable influence of the candidate purchaser on said bank - the
quality of the candidate purchaser and the financial solidity of the envisaged
acquisition. The assessment is carried out on the basis of the following criteria:
(a) the reputation of the candidate purchaser;
(b) the reputation and experience of those who, as a result of the envisaged
acquisition, will perform administration, management and control functions
within the bank;
(c) the financial solidity of the candidate purchaser, in particular, in consideration
of the type of activity exercised and envisaged by the bank to which the
acquisition project refers;
(d) the bank’s ability to observe and continue to observe the supervisory
provisions. In detail, the Group which it will become part of must avail of a
structure which makes it possible to exercise effective supervision, effectively
exchange information between the competent authorities and determine the
breakdown of the responsibilities between the competent authorities;
(e) the existence of reasonable motives for suspecting that, in relation to the
envisaged acquisition, a transaction or an attempted re cycling of proceeds
from illegal activities or the funding of terrorism is underway or has taken
place as per Article 1 of the Directive 2005/60/EC or that the envisaged
acquisition could increase the risk thereof.
The Bank of Italy’s authorization is also necessary in relation to all the transactions
which involve an irrevocable commitment to acquire a significant equity investment
in a bank or the parent company of a banking group (for example: participation in
auctions, the furthering of take-over bids and public exchange offers, the exceeding
of the threshold which involves the obligation of a take-over bid).
The Bank of Italy must also receive, in accordance with the formalities and the terms
envisaged by Article 20 of the TUB and by the Supervisory Instructions,
communication of any agreement which concerns the joint exercise of the voting
rights in a bank or in parent companies of said bank.
If the bank is a listed company, Consob must also be informed of this agreement.
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Bank supervision and capital adequacy requirements
Pursuant to Articles 51 et seq. of the TUB, every bank is subject to the supervision of
the Bank of Italy.
Vis-à-vis each banking party, the Bank of Italy carried out informative, regulatory and
inspection supervisory activities; in particular, with regard to the performance of
informative supervision, Article 56 of the TUB lays down that the amendments to the
Articles of Association of the banks cannot be recorded in the companies’ register if a
provision of the Bank of Italy is not established which ascertains that said changes do
not contrast with a sound and prudent management of the bank.
Furthermore, with regard to all the banks, the Bank of Italy carries out – as per Article
53 of the TUB - regulatory supervisory activities, issuing, in compliance with the
resolutions of the CICR, general provisions concerning: the capital adequacy, the
containment of the risk in its various forms, the equity investments which can be held
and the administrative and accounting organization and internal controls.
The capital adequacy of the banks is subject to specific discipline by the Bank of Italy
which acknowledges, in particular, the decisions adopted by the Basel Committee in
the New Basel Agreement on Capital.
In detail, in January 2001 the Basel Committee published the proposals for the review
of the international standards existing with regard to the capital adequacy of banks
(Basel II). They were finally approved and adopted under the Directives 2006/48/EC
and 2006/49/EC and came into force on January 1, 2007.
The Italian State acknowledged the afore-mentioned directives by means of Italian
Decree Law No. 297 dated 27 December 2006, subsequently converted into Italian
Law No. 15 dated February 23, 2007.
In accordance with this law, the general provisions issued by the Bank of Italy
concerning capital adequacy must foresee that the banks are able to use: (i) the
appraisals of the credit risk issued by external companies or bodies; in this connection,
the provisions discipline the requirements, also of a technical and independence
nature, which the parties must possess and the related appraisal methods; (ii) internal
risk gauging systems for determining the capital requirements, subject to the
authorization of the Bank of Italy.
Implementing said law, the Bank of Italy issued Circular No. 263 dated December 27,
2006.
Share-based investments made by banks
The banks are permitted to make investments in both finance companies and industrial
companies, in observance of the norms and the limits envisaged in the Bank of Italy’s
Supervisory Instructions when exercising regulatory supervision functions.
As a rule, the equity investments undertaken by a bank cannot exceed, in their
entirety, the available margin for investments in equity investments and in properties
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(the available margin is provided by the difference between the Regulatory Capital
and the sum of the equity investments and the properties, in any event held).
The Supervisory Instructions envisage the prior authorization from the Bank of Italy
for the acquisition, by banks, of equity investments greater than 10% of the
Regulatory Capital of the purchasing bank or 10% or 20% of the share capital (or the
percentage which involves control being gained) of the bank, the finance or insurance
company acquired and for the undertaking of equity investments in operating
companies.
Furthermore, equity investments in companies other than banks or finance or
insurance companies (so-called “industrial”) cannot in total exceed 15% of the bank’s
Regulatory Capital and, in relation to the investments in a single non-financial
company or group of companies, 3% of the bank’s Regulatory Capital and 15% of the
share capital of the target company. This latter percentage does not apply if the value
of the equity investment is contained with the amount of 1% of the holding bank’s
Regulatory Capital, or if the sum of the investments over 15% in the bank’s
possession is contained within 1% of the bank’s Regulatory Capital.
Anti money-laundering legislation
The Issuer is subject to the provisions of “anti money-laundering” legislation, as
recently amended by Italian Legislative Decree No. 231 dated November 21, 2007
containing “Implementation of Directive 2005/60/EC concerning prevention of the
use of the financial system for the purpose of recycling proceeds from criminal
activities and the funding of terrorism, as well as Directive 2006/70/EC which
contains the executive measures”.
In detail, the banks are obliged to:
(i) adequately identify and check the customers (in some situations considered to
be more exposed to the risk of recycling and terrorism funding, by means of
particularly rigorous identification and verification procedures);
(ii) establish the Centralised Computer Archive;
(iii) register and maintain the identifying details and other information relating to
dealings and transactions in the Centralised Computer Archive;
(iv) send the aggregate data to the Financial Information Unit;
(v) report suspect transactions;
(vi) establish internal control measures and ensure the adequate training of the
employees and co-workers, also so as to analyse the knowledge of its
customers, for the purpose of preventing and averting that recycling
transactions take place.
Investment services
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Pursuant to Article 1.5 of the TUF, investment services are understood to be the
following activities, when they concern financial instruments (i) trading on own
account; (ii) execution of orders on behalf of customers; (iii) subscription and/or
placement with direct undertaking or stand-by commitment vis-à-vis the Issuer; (iv)
placement without direct undertaking or stand-by commitment vis-à-vis the Issuer; (v)
portfolio management; (vi) acceptance and forwarding of orders; (vii) investment
advice; (viii) management of multilateral trading system.
Pursuant to Article 18 of the TUF, the professional practice of services and investment
activities vis-à-vis the general public is reserved for banks and investment companies
(or stockbroking companies, EU and non-EU investment companies).
Article 21 of the TUF defines the general criteria to be observed when carrying out the
services and investment activities, while Article 22 of the TUF disciplines the asset
separation and, therefore, the obligation to keep the financial instruments and the sums
of money of the individual customers, held for any purpose by qualified parties,
separate with respect to the assets of the latter and those of other customers. Article 23
establishes the obligation to draw up the contracts relating to the provision of
investment services in writing and hand over a copy to the customers.
The rules of conduct for the qualified parties vis-à-vis the customers are then
specifically disciplined in the Consob regulations adopted under resolution No. 16190
dated October 29, 2007.
Off-premises sales
Pursuant to Article 30 of the TUF, off-premises sales are understood to be the
promotion and placement with the general public: (i) of financial instruments, in a
location other than the registered offices or the branches of the Issuer, the party
proposing the investment or the party tasked with the promotion or placement, and/or
(ii) investment services and activities, in a location other than the registered offices or
the branches of whomever provides, promotes or places the service or activity. Offpremises
sales are not those made vis-à-vis professional customers, as identified in
accordance with Article 6, sections 2-quinquies and 2-sexies of the TUF.
The off-premises sale of financial instruments or investment services can only be
carried out by parties authorized to carry out placement services (with or without the
direct undertaking or stand-by commitment vis-à-vis the Issuer) or by asset
management companies, harmonized management companies and variable capital
investment companies, solely in relation to their own shares and units in mutual
investment funds.
The banks can make off-premises sales of their investment services and activities. If
the offer concerns services and activities provided by other brokers, the banks must be
authorized to carry out placement services.
The efficacy of the financial instrument placement agreements (with the exception of
those concerning public offers for the same or subscription of shares with voting
rights or other financial instruments which make it possible to acquire or subscribe
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these shares, provided that the shares or financial instruments are traded on organized
Italian or EU nation markets) or individual portfolio management agreements
finalized off-premises, is suspended for a duration of seven days as from the date the
investor signs. Within this period the investor can communicate their withdrawal
without any charges or fees payable to the financial advisor or qualified party; this
faculty is indicated on the forms, etc. provided to the investor. The same regulation
applies to contractual proposals made off premises.
Pursuant to Article 31 of the TUF, authorized parties avail themselves, for offpremises
sales, of financial advisors who must be enrolled in the specific consolidated
register, held by a body made up of professional associations representative of the
advisors and the qualified parties. Financial advisory activities must be carried out
exclusively in the interests of a sole party, who will be responsible jointly and
severally for damages caused to third parties by the financial advisor, even if these
damages are consequent to the responsibility of the financial advisor ascertained via
criminal proceedings. When providing their services, financial advisors are obliged to
observe the rules of conduct and presentation vis-à-vis the investors, established by
Consob under its regulations.
Germany
Banking activities and those relating to financial services carried out in Germany by
the Group are regulated extensively and subject to the supervision of the BaFin and
the German federal bank (Deutsche Bundesbank or Bundesbank) in accordance with
German banking law (Kreditwesengesetz). The BaFin oversees the observance, among
other aspects, of the capital adequacy and liquidity requirements, the credit
disbursement limits, the restrictions on certain activities imposed by German banking
law and the adequate capital coverage of the market risk and counterpart risk
associated with security and foreign exchange transactions carried out by the banks.
the BaFin has the faculty to request the banks for information and documents relating
to their activities and ask the banks for periodic reports. If necessary, the BaFin has
the faculty to request an institution to increase its funds or its liquidity reserve,
prohibit distributions or payments of profits to subsidiary companies. If the BaFin
finds irregularities, it avails of instruments which impose the observance of laws, such
as inspections, sanctions, personal sanctions for directors, and, in the last instance, the
revocation of authorization to carry out regulated activities.
In Germany, German banking law and the regulations on solvency
(Solvabilitätsverordnung) implement Basel II.
Banks must report to the Bundesbank on loans of a certain entity that they have
disbursed and must inform the BaFin and the Bundesbank if specific thresholds are
exceeded. The loans which exceed these thresholds can only be granted subject to the
approval of the BaFin and the amount exceeding these thresholds must be covered by
additional capital of the financial institution.
Pursuant to German law on the guarantee of deposits (Einlagensicherungs- und
Anlegerentschädigungsgesetz), the association of German commercial banks operating
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in the private sector (Bundesverband Deutscher Banken) set up a company known as
the “Clearing Institute” (Entschädigungseinrichtung deutscher Banken GmbH) for the
purpose of implementing and guaranteeing the scheme on the guarantee of deposits of
the German commercial banks operating in the private sector. German law on the
guarantee of deposits envisages certain guarantees for depositors and for the disputes
deriving from security transactions entered into by customers up to the current amount
of €50,000. Furthermore, the banking sector voluntarily set up various funds for the
protection of depositors such as the Einlagensicherungsfonds, an association for the
protection of deposits via a fund which covers the liabilities vis-à-vis the majority of
the creditors up to a specific amount, as described in the fund’s articles of association.
Liabilities deriving from bearer instruments, such as bearer bonds or bearer
certificates of deposit issued by the banks, are however excluded from the system of
guarantees.
On December 1, 2005, the Bank of Italy, BaFin and the Deutsche Bundesbank entered
into an additional agreement to the letter of intent dated August 1993 pursuant to
which the Bank of Italy and BaFin had agreed to co-operate with regard to the
supervision of the Group. On the basis of this additional agreement, the Bank of Italy
is responsible for co-ordination when information is being exchanged, the planning of
supervisory activities and the assessment of the Group’s risk while BaFin is
responsible for overseeing the group headed up by HVB. Furthermore, the three
regulatory authorities may carry out reciprocal inspections on HVB or the Bank of
Italy can request BaFin to act on its behalf.
Poland
The political and economic transformation implemented in Poland in 1989 contributed
towards the evolution of the banking sector in the new legal and economic context of
the country. On January 31, 1989 Parliament approved two new laws: Polish banking
legislation and the law on the National Bank of Poland.
Supervision of the banks’ activities, including those of the branches at local level and
the representative offices of foreign banks, was entrusted to the National Bank of
Poland (the Polish central bank) which performed the licensing, regulatory and
analytical functions with respect to banks.
On August 29, 1997, the Polish Parliament approved a new consolidated law on Polish
banking legislation and a new consolidated law of the National Bank of Poland which
introduced significant changes in the organization of the banking activities entrusting
the same to the newly-established bank supervisory commission which took over from
the National Bank of Poland and its chairman. The bank supervisory commission was
entrusted with all the authorization, discipline and control functions.
As from January 1, 2008, with the consolidation of supervision in the banking,
financial and insurance sector, bank supervision was entrusted to the PFSA.
Polish legislation applicable to banking activities, the law protecting consumers and
the financial instrument market (which could also apply to banks) underwent changes
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and up-dates on the basis of the provision of the applicable European legislation.
Among other aspects, Directive 2006/48/EC (relating to access to the activities of the
banks and exercise of the same) and Directive 2006/49/EC (relating to the capital
adequacy of investment companies and banks) were implemented in Polish banking
legislation and in the other norms and regulations, also by means of the guidelines and
recommendations formulated by the PFSA.
Banking activities
The performance of banking activities in Poland is essentially disciplined by Polish
banking legislation which regulates, inter alia, (i) banking activities and the associated
activities; (ii) the authorization to carry out banking activities; (iii) the obligations and
the rights of the banks; (iv) the establishment and organization of the banks and the
related branches and agencies; (v) the performance of banking activities by Polish
banks abroad and foreign credit institutions in Poland; (vi) the capital, the liquidity
and the financial management of the banks; (vii) the equity investments in the capital
of the banks; (viii) banking supervision (on a consolidated and non-consolidated
basis); and (ix) the restructuring, liquidation and bankruptcy procedures applicable to
the banks.
On the basis of current legislation, a bank can be established in the form of a jointstock
company (spółka akcyjna), a co-operative company (bank spółdzielczy) and state
bank (bank państwowy). The banks are able to choose the sphere of banking and
financial activities that they can carry out and their internal organizational structure,
compliant with the rules of stable and prudent management and the articles of
association of each bank.
The performance of the banking activities is subject to the prior authorization of the
PFSA and various regulatory requirements.
Investment in the capital of the banks
The direct or indirect acquisition of an equity investment equal to or greater than 10%,
20%, 25%, 33%, 50%, 66% and 75% of the voting rights during general shareholders’
meeting of a Polish bank is subject to the prior authorization of the PFSA. This
authorization may be refused on the basis of the potential negative impact on the
stable and prudent management of the bank by the party who intends to acquire the
equity investment, or in the event that the resources by means of which one intends to
proceed with the acquisition derive from a loan on credit or are of dubious origin, or if
the provisions of the law of the country of origin of the potential purchaser prevent the
PFSA from carrying out its supervisory activities. Furthermore, if specific conditions
apply, for the purpose of acquiring an equity investment which grants direct or indirect
control over a Polish bank, it is necessary to obtain authorization from the Polish or
European anti-trust authority.
Additional requirements for banks
The banks are obliged to satisfy specific requirements associated with their operations
and must also follow the guidelines and recommendations of the PFSA. The main
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equirements laid down are those concerning capital, the capital adequacy ratios, the
concentration of the exposures, the liquidity, the risk management systems and the
administration of the capital in a strictly regulated manner.
In Poland, the banks must satisfy the capital requirements laid down for credit
institutions and the guidelines on capital adequacy published by the Basel Committee
on banking supervision (Basel 1 and Basel 2), as introduced by EU legislation
(Directive 2006/49/EC) and implemented in Polish banking legislation and in other
provisions and regulations (also by means of the guidelines and recommendations of
the PFSA).
Polish legislation also requires the banks to guarantee banking secrecy and the
protection of personal details within the context of banking operations. Specifically,
the personal details must be processed in compliance with the consolidated law on the
protection of personal details dated August 29, 1997, on the basis of the technical and
organizational measures which ensure protection. The banks are also obliged to
observe anti-money laundering legislation and that aimed at preventing the funding of
terrorism (consolidated law against money laundering and the funding of terrorism
dated November 16, 2000). A number of restrictions also exist with regard to the
faculty to avail oneself of third parties for the performance of the activities and the
banking transactions in favour and on behalf of a bank.
The consolidated law on consumer credit dated July 20, 2001, the Polish Civil Code
and other laws for the protection of consumers lay down various obligations for the
banks when entering into agreements with customers (or rather parties which do not
act within the sphere of their commercial or professional activities), including that of
not including any clauses which are unfavourable for the same.
The Polish supervisory authorities
In Poland, bank supervision extends, without any limit, to the (a) assessment of the
financial condition of the banks, including the capital adequacy, the quality of the
assets held, the cash flows and the financial results; (b) assessment of the quality of
the banks’ management systems, with particular attention paid to the handling of the
risk and the internal audit systems; (c) checking of the compliance with applicable
norms concerning financing, money loans, letters of credit, bank guarantees and
sureties from banks and any bank security; (d) assessment for the guarantee of, and the
prompt repayment of, financing and money loans; (e) examination of the level of
compliance with the concentration limits set, valuation of the identification,
monitoring and control process on the concentration of the credit facilities, including
high ones; (f) assessment of the compliance of the banks with the risk standards
permitted, established by the PFSA, including the alignment and the correction of the
risk identification and monitoring process and the process for the reporting of the risks
on the basis of the type and the volumes of the transactions of the individual bank; and
(g) examination of the determination, adequacy and control of the capital.
The powers of the PFSA include, inter alia:
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(i) the granting of authorizations for the establishment of a bank, changes to the
articles of association and the capital, appointment of two members of the
management board (including the chairman), the acquisition of equity
investments in the bank’s share capital which involve exceeding specific voting
thresholds;
(ii) supervision of the level of compliance of the activities of the banks with legal
provisions and individual articles of association;
(iii) the monitoring of the financial condition of the banks and the fixing of binding
liquidity ratios and other risk admissibility thresholds in banking transactions;
(iv) the formulation of recommendations regarding best practice in terms of a
prudent and stable management of the banks;
(v) the formulation of guidelines for the operations of the banks;
(vi) the imposition of sanctions and the indication of adaptation measures in the
event of violation of the banking regulations, including monetary sanctions, the
suspension of the members of the executive board, limitations on the operations
of the banks or the revocation of the authorizations to carry out banking
activities; and
(vii) the appointment of the trust management for the banks.
The PFSA has the faculty to launch inspections in relation to the banks by means of its
supervisory staff.
Some specific areas in which the banks operate are also subject to the supervision of
other administrative authorities; the main ones include:
(i) the chairman of the supervisory office on competition and consumer protection,
for the protection of competition in the market and the collective rights of
consumers;
(ii) the general inspector for data protection, for the gathering, processing, handling
and protection of personal details;
(iii) the Ministry for Financial Affairs and the general inspector for financial
information, against money re-laundering and the funding of terrorism.
The bank guarantee fund
The bank guarantee fund has the purpose of protecting depositors from the insolvency
of a bank and the loss of their funds. The establishment and the operations of the bank
guarantee fund are disciplined in the consolidated law of the bank guarantee fund
dated December 14, 1994.
Membership of the bank guarantee fund is mandatory for all Polish banks and, in
certain cases, for the branches of foreign banks which operate in Poland. The
institutions covered by the guarantee system are obliged to pay annual sums into the
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ank guarantee fund and to establish a protection fund for the guaranteed capital. The
assets reserved for the protection fund for the guaranteed capital cannot be pledged or
restricted in any way, nor can they be subject to administrative forced execution
measures or those issued by a court.
The mandatory guarantee system for bank account deposits guarantees the depositors
the repayment of their sums due up to a set limit. Deposits up to a total amount of
Zloty equivalent to €50,000 must be covered by a full guarantee. The deposits covered
by the bank guarantee fund are mainly made up of sums deposited in bank accounts
and amounts due on the basis of receivables confirmed by documents issued by banks.
Among others, sums deposited by government authorities, other banks, financial
institutions, insurance companies, investment and pensions funds are not covered by
the afore-mentioned guarantee scheme.
Provisions applicable to public companies
The majority of Polish commercial banks, including Bank Pekao, are public
companies listed on the organized market in Poland run by the Warsaw Stock
Exchange and, therefore, are also subject to legislation applicable to these categories
of companies. This legislation specifically includes: (i) the consolidated law dated July
29, 2005 on public offers, the conditions governing the introduction of financial
instruments to the organized trading system and on public companies; (ii) the
consolidated law dated July 29, 2005 on the trading of financial instruments; and (iii)
the consolidated law dated July 29, 2005 on the supervision of capital markets.
Therefore, Bank Pekao, the shares issued by the same and the activities carried out are
subject to different obligations, the main ones being:
(i) disclosure obligations, in accordance with which the bank is obliged to
provide the general public with: (a) its inside information, (b) period reports
(quarterly, six-monthly and annual financial information) and (c) up-dated
reports relating to the most significant events regarding its internal structure
and activities;
(ii) the acquisition of significant equity investments in the bank which could lead
to communication obligations or oblige the purchaser to launch a take-over
bid on all or part of the shares;
(iii) the shares of the bank must be in dematerialized form (i.e. no longer paper
based) and centralized with the deposit and settlement system managed by the
Polish National Securities Depositary.
6.2. Organisational Model
The following organisational chart shows the organisational structure of the Issuer as at the date
of the Prospectus.
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- 131 -

The Issuer is responsible for maximisation of the long-term value of the Group as a whole,
guaranteeing the unified governance of the Group, strategic guidance and control of Group
companies, the efficient provision of services to the entire Group, also through dedicated
companies and the management of profit centres within its competence.
To this end, the Issuer adopts an organisational approach based on a divisional structure 13 in
respect of monitoring business, product and service areas as described below.
The current organisational structure of the Issuer is broken down into:
• Guidance, support and control functions: with the objective of directing, controlling and
supporting - for the fields within the respective competence – the management of activities
and the associated risks of the Group as a whole and the individual Group companies. The
functions of guidance, support and control are as follows: Planning, Finance &
Administration (CFO), Risk Management (CRO), Legal and Compliance, Internal Audit,
Human Resources, Institutional & Regulatory Strategic Advisory, Organisation, and Group
Identity and Communications 14 .
• Strategic Business Area (“SBA”): “Retail”, “Corporate & Investment Banking and
Private Banking” (“CIB&PB”) and “Global Banking Services” (“GBS”). The SBAs are
the direct responsibility of the respective Deputy CEOs, in this way highlighting the direct
involvement of said Deputy CEOs in the business activities. The SBAs are responsible, in
particular, for the Business Units (“BU”) – with the exception of Asset Management –
which have taken the place of the previous divisions.
• Asset Management: responsible for the development of asset management in all
geographical areas, including the CEE countries and Poland by directing, supporting and
controlling the development of business activities at regional level.
• CEE Divisionalisation Program, combining the coordination of activities relating to the
divisionalisation of CEE countries, including Poland, within one area of responsibility.
This function is responsible for revenues, overall costs and risks of the CEE until
completion of the Divisionalisation Program, leveraging, where appropriate, on the
corresponding functions formed in BA.
Regardless of the names used to identify the different departments from an organisational point
of view (Business Unit, department, unit), the different functions which monitor the business,
product and service areas are classified, in relation to the nature of the responsibilities assigned,
as follows:
• Business Line, responsible for coverage of the customer segments/geographical areas
within its competence: Retail Italy Network Business Unit, Retail G&A Network Business
Unit, CIB Network Italy Business Unit, CIB Network Germany Business Unit, CIB
Network Austria Business Unit, Financial Institution Groups Business Unit (“FIG”),
13 The Group organisational model provides for the divisionalisation of Group banks according to levels of
divisionalisation differentiated by country, based on size, on the stage of development and the rate of growth of each
market.
14 Within the framework of the aforementioned functions the following Competence Lines (“CL”) have been identified :
Planning, Finance & Administration (CFO), Risk Management (CRO), Legal and Compliance, Internal Audit, Human
Resources, Organisation and Identity and Communications.
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Private Banking Business Unit (which includes Private Banking Network Italy, Germany
and Austria).
• Product Line, responsible for the centralised development of products/services:
Household Financing Business Unit, CIB Financing & Advisory Business Unit, Markets
Business Unit, Global Transaction Banking Business Unit (“GTB”), Leasing Business Unit
and Asset Management Business Unit.
• Key Business Function, responsible for definition of the strategies/marketing activities for
the customer segments within its competence such as, for example, Global Retail
Marketing & Segments, CIB Strategy and Marketing.
• Service Line, responsible for maximising the quality of the services offered, mainly
through the Group Global Service Factories: ICT, Global Operations Services, Workout
Services - which report to the Group ICT Business Unit & Operations BU - and Real
Estate.
• Key Service Function, responsible for maximising the quality of the services within its
competence such as, for example, Global Sourcing, Security and Lifelong Learning Centre.
The Retail and CIB&PB SBAs are predominantly broken down into Business Line, Product
Line and Key Business Function for the perimeter within their respective competence.
The GBS SBA is prevalently subdivided into Service Line and Key Service Function to support
the business. In addition, the Organisation and Group Identity and Communications (both
Competence Lines) functions of guidance, support and control report to the GBS SBA, in
relation to the prevalence of the service profiles/business support.
6.3. Distribution network
As at September 30, 2009, the UniCredit Group availed itself of a distribution network made up
of 9,892 branches, including 4,263 retail branches in Italy, belonging to UniCredit Banca,
UniCredit Banca di Roma and Banco di Sicilia, 616 retail branches in Germany, belonging to
HVB, 297 in Austria, belonging to BA and 3,936 branches in CEE countries. This distribution
network is completed by a network of 2,681 financial advisors and 1,179 private bankers which
operate through FinecoBank and the Private Banking Business Unit respectively.
In fact, the distribution strategy of the UniCredit Group is based on a multi-local approach
which allows the UniCredit Group to establish itself as an operator with a local mission in all
the markets in which it operates, entrusting UniCredit Group banks with the responsibility of
managing the distribution network and customer relationship methods.
The UniCredit Group offers its products and services through multiple direct channels:
• the country-wide network of UniCredit Banca, UniCredit Banca di Roma and Banco di
Sicilia retail branches;
• the network of corporate branches in Italy, Germany and Austria;
• the network of branches located in Western, Central and Eastern Europe;
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• the network of private bankers in Italy, Germany and Austria, as well as in certain
selected offshore European markets (Switzerland, Luxembourg and San Marino);
• the online banking and brokerage channel and the networks of financial advisors of
FinecoBank in Italy and DAB Group in Germany and Austria;
• the ATM network and virtual channels like home banking.
The following table shows the composition of the UniCredit Group distribution network as at
September 30, 2009, broken down by channel:
Channel 09.30.2009
Retail branches in Italy 4,263
Retail branches in Austria 297
Retail branches in Germany 616
Corporate branches in Italy, Germany and
Austria
415
Private banking branches 254
Branches in CEE countries 3,936
Other branches 1 111
Total branches 9,892
Networks of private bankers 1,179
Financial advisors 2 2,681
ATM and virtual channels 9,592
1
Includes branches of leasing companies, foreign branches (including therein those in Germany and Austria of
companies controlled by HVB and BA AG). The figure is net of duplications of multibusiness branches in HVB and
BA.
2
The figure includes 2,572 advisors of Fineco Bank and 109 advisors of SRQ FINANZPARTNER AG.
(a) The network of retail branches in Italy
The country-wide network of branches represent the main point of contact with retail
customers and one of the most important product /service distribution channels of the
UniCredit Group.
As at September 30, 2009, in Italy the UniCredit Group was able to boast, thanks also
to the integration of the Capitalia Group, a network of 4,263 retail branches.
The table below shows the number of UniCredit Group retail branches in Italy as at
December 31, 2008, broken down by region and with an indication of the relative
market share at global level.
REGION
Abruzzo
UniCredit retail
branches
49
Total bank
branches
704
UniCredit %
share
7
UniCredit
Ranking
6
Basilicata 10 256 4 7
Calabria 23 536 4 7
Campania 219 1,677 13 2
Emilia Romagna 560 3,603 15 1
Friuli Venezia Giulia 152 964 16 1
Lazio 610 2,785 22 1
Liguria 112 992 11 3
Lombardy 597 6,715 9 2
The Marches 99 1,227 8 3
Molise 38 147 26 1
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Piedmont 466 2,716 17 2
Puglia 173 1,462 12 3
Sardinia 59 698 8 3
Sicily 432 1,818 24 1
Tuscany 174 2,541 7 5
Trentino Alto Adige 78 964 8 3
Umbria 84 572 15 1
Valle d'Aosta 19 96 20 2
Veneto 585 3,666 16 1
OVERALL TOTAL 4,539 34,139 13
Sources:
- Banking system branch figures: Bank of Italy as at December 31, 2008.
- UniCredit ranking data: processed by the UniCredit Group Retail Strategic Business Area
(b) The network of branches in Central Eastern Europe
As at September 30, 2009, the UniCredit Group has a presence in Germany with 616
retail branches through the HVB branch network, and in Austria with 297 retail
branches through the BA branch network.
Furthermore, through the gradual integration of banks operating in CEE countries, the
UniCredit Group has further strengthened its position in said markets and represents,
as at September 30, 2009, a leading banking group in CEE countries, with more than
3,900 branches in 19 countries.
The widespread territorial organisation throughout Germany and Austria and in CEE
countries allows the UniCredit Group to meet growing demands for
internationalisation of its customers, as regards international activities, commerce and
investments in Italy.
(c) Networks of private bankers
For the management of advisory services and the offer of solutions for asset
management, aimed mainly at private customers with medium-high earnings, the
UniCredit Group operates through the Private Banking business segment, active in
Italy via UniCredit Private Banking, in Germany through HVB’s Wealth Management
Business Line, and in Austria through Schoellerbank and the Private Business Line of
BA (from October 2009, as a result of the merging of Bank Privat AG and Asset
Management GmbH into BA), using traditional channels typical of the customer
segment such as private bankers located in branches throughout the territory.
As at September 30, 2009, the UniCredit Group had almost 1,200 private bankers
located throughout Italy, Germany and Austria, together with a selective presence in
certain offshore European markets (such as Switzerland, Luxembourg and San
Marino).
(d) Online Banking and Brokerage
The UniCredit Group, through FinecoBank in Italy and the DAB Group in Germany
and Austria, is able to offer its customers banking and online credit services, multibrand
investment services and online trading services with dedicated platforms.
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FinecoBank is a leading bank in the sector in Italy and the top broker in terms of the
numbers of orders carried out in the first half of 2009 15 . With head office in Milan,
FinecoBank was formed in 1999 and was the first company to offer online trading
services in Italy, growing rapidly from pioneer to market leader 16 .
DAB Bank is a leading German bank in security trading services, and serves both
individual and professional investors. DAB Bank’s head office is in Munich and was
formed in 1994 as the first German discount brokerage firm.
Direktanlage.at, a subsidiary of DAB Bank, is active in Austria as a discount broker
and also provides investment consultancy services for individual and institutional
customers. With head office in Salzburg, Direktanlage.at operates through a network
of seven branches in Austria.
(e) The ATM network and the virtual channels
Hand in hand with the traditional distribution channels (networks of branches and
advisors), the UniCredit Group has developed an extensive multimedia network
composed of ATM terminals (bancomat) and home banking.
As at September 30, 2009, the UniCredit Group’s ATM network included almost
9,600 bancomat terminals in Italy, Germany and Austria, placed at the branches of the
UniCredit Group banks or in the immediate vicinity, linked to the interbank network
of ATM terminals. The ATM network is able to offer UniCredit Group customers a
complete service which makes possible, inter alia, not only the traditional cash
withdrawal, but also allows customers to carry out credit transfers, top up phone cards
and pay utility bills.
6.4. Key factors relative to the operations and main activities of the UniCredit Group
According to its management the UniCredit Group, thanks to a direct and widespread
geographical presence in 22 countries, extensive diversification in its activities and an
organisational structure which combines business segments and geographical areas, enjoys
unique strategic positioning in the European and international banking landscape.
The Group’s objective is to fully exploit the potential of its network, creating value in all
business segments in which it operates and grasping the opportunities for growth that present
themselves, with constant focus on risk management and cost control.
The underpinning elements which have allowed the UniCredit Group to develop and achieve
its current position in the European and international banking landscape can be summarised as
follows:
• rooted geographical presence in 22 countries: the UniCredit Group is now able to fully
exploit the opportunities deriving from its direct and rooted presence in 22 countries
with representative offices and branches in 28 international markets. The UniCredit
Group can boast a position of primary importance in terms of the number of branches
in Italy, as well as a consolidated presence in some of the wealthiest areas of Western
15 Source: ASSOSIM processing on Borsa Italiana data, classification of the ASSOSIM brokers in the “Shares” division.
16 Source: ASSOSIM processing on Borsa Italiana data, classification of the ASSOSIM brokers in the “Shares” division.
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Europe (including Germany and Austria) and holds a role of prime standing in terms of
total assets in 19 CEE countries where it operates;
• multi-local approach: through its subsidiary banks which are active in the retail
segments in Italy, (UniCredit Banca, UniCredit Banca di Roma and Banco di Sicilia)
and the corporate segments in Germany (HVB) and Austria (BA), and so as with the
other 19 CEE countries where it operates, the Issuer is able to confirm its position as an
operator with a multi-local approach in all markets, entrusting Group banks with the
responsibility of management of the distribution network and customer relationship
methods.
• wide diversification of its asset portfolio: although focusing on commercial banking
activities, the UniCredit Group boasts a widely diversified asset portfolio, both in terms
of geographical area and business segment which allows the Group to seize the
opportunities afforded by the different segments/markets and face less exposure to the
trends in individual segments/markets;
• global business lines: the UniCredit Group, through its divisional organisational
structure, offers its products and services through business lines (retail, corporate, asset
management, private banking and investment banking) which are common to all
markets in which it operates. Each business line offer differs per customer segment, in
order to respond efficiently to the customer’s needs;
• global product factories: the Issuer has developed, on a global scale, segments
specialised in the development of different products (credit cards, consumer credit,
mortgages and leasing), in order to take full advantage of the growing potential of these
products. These global product factories allow the Issuer to guarantee a common,
integrated offer of said products to all banks in the UniCredit Group;
• UniCredit Group masterbrand: the UniCredit Group has developed a strong brand
identity shared by all companies in the Group and all countries in which it is active.
Said strategy was implemented in order to help increase customer acquisition and
loyalty and to guarantee the capacity to be able to attract and retain the best talent.
6.5. Description of products and services recently introduced
As at the date of the Prospectus, there were no recently introduced products and services which
the UniCredit Group intended to offer to its customers.
6.6. Future programmes and strategies
The persistence of a high level of market volatility and uncertainty over the future development
of the macroeconomic scenario prevents the Group from confirming the objectives of the 2008-
2010 Strategic Plan, whose main strategic guidelines, however, remain unchanged.
With respect to the original provisions of the Strategic Plan, the projects relative to the
obtainment of greater operating efficiency and more effective risk control developed
considerably faster in 2009, in order to counterbalance the negative impact on profitability of
the recessionary phase that the global economy is going through. In particular, structural
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measures were adopted to contain not only personnel costs but also administrative expenses
(for example, in the marketing area and as regards travel expenses).
By contrast, other projects concerned the reorganisation of the Group, to make its structure
more flexible and more tailored to meeting the new challenges posed by the market. Firstly,
and already in January 2009, a risk control structural reorganisation project was implemented in
order to ensure the centralised and homogeneous supervision of the different types of risk
(liquidity, credit, operational etc.).
Secondly, during the course of the second half of this year, the new CIB business sector was
created, borne out of the union between the Corporate sector, responsible for relations with the
business world, and the Market & Investment Banking sector, handling the Group’s presence
on international financial markets. The goal is to develop offer synergies within the Group that
succeed in developing the local franchise also through a truly global offer capacity.
Finally, in 2009 the Group implemented a radical policy involving containment of the risk of its
assets, through a reduction in activities not considered strategic for the future development of
the Group, such as the trading book or the interbank market.
As regards a medium term view, i.e. having hurdled the current economic situation, a crucial
role is held by the unique franchise that the Group has developed in its reference markets and
which continues to be a strength in the development of relationships with both its private and
business customers. From this viewpoint, the Group is reinforcing its consultancy capacity and
the integrated offer of services, in order to present itself as a bank-partner and privileged
contact of its customers.
For this purpose, in line with and continuing on with the divisionalisation process launched in
2003, it was decided by the Board of Directors’ Meeting of the Issuer on December 15, 2009,
to start-up a project involving the transformation of the organisational structure called “Insieme
per i Clienti”, aimed at improving (i) customer satisfaction; and (i) discussions with the local
areas and supervision of local entities.
The project makes provision for a series of business initiatives focused, inter alia, on:
(a) bringing company top management even closer to the customer;
(b) a better understanding of the needs of the local areas and additional support for
company and family growth;
(c) an improvement in the quality and depth of the customer relationship;
(d) a higher quality of consultancy provided; and
(e) a quicker response time to the key customer requirements (provision of credit and
complaint management).
The project can review the actual definition of the specialised business segments in Italy,
Germany and Austria, re-classifying them as follows:
(a) Families, dedicated to private clients;
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(b) PMI, for corporations with an annual revenue up to €50 million;
(c) Corporate Banking, for corporations with an annual revenue higher than €50
million;
(d) Private Banking, for clients with capital higher than €500,000.
Implementation of the project business initiatives can be supported by a different organisation
of the network and the bank on the territory – to be carried out by means of a corporate
simplification which provides for the merger of the main Italian banks of the Group with the
Issuer, as well as institutions of “territorial areas”, whose managers will have the task of acting
as a point of reference for relations with the main institutions.
It is expected that the contents of the project could be defined in the first few months of 2010
and submitted to a resolution of the Board of Directors’ Meeting of the Issuer approximately in
the month of March 2010, while implementation of the project, if approved, is expected to take
place at the end of 2010, in line with the approval timescale of the competent authorities.
6.7. Main markets and competitive position
The UniCredit Group enjoys strong positioning in the European setting and has a presence in
22 countries with its distribution network. In addition to a widespread geographical presence,
the banks of the UniCredit Group can boast that they are strongly rooted in the local reference
areas, as shown in the analysis of geographical market shares in countries where they are
established with regards to balance sheet assets, loans and deposits.
(a) Credit intermediation activities in Italy, Germany and Austria
The Group holds a competitive position of key significance in Italy, Austria and
Germany, where it is ranked among the top three banking groups operating in the
market in terms of total assets. In particular, in Italy the Group is in a position of key
relevance together with Intesa Sanpaolo, while it is the third ranked private bank in
Germany, behind Deutsche Bank and Commerzbank. Finally, in Austria it has a
leading position together with Erste Group.
As at September 30, 2009, the market share in terms of loans stood at 13.1% in Italy,
3.6% in Germany and 16.6% in Austria.
With reference to customer deposits, UniCredit boasts a market share of 12.2% in
Italy, 3.7% in Germany and 15.5% in Austria.
On the distribution front, the banks of the UniCredit Group operating on the Italian
market are strongly rooted in the respective local reference areas, as shown in the
analysis of geographical market shares in the regions where they are set up.
As indicated in the table shown in Paragraph 6.3(a) of this Chapter, as at December
31, 2008, the UniCredit Group was the leading group in terms of the number of bank
branches in Emilia Romagna, Friuli Venezia Giulia, Lazio, Molise, Sicily, Veneto and
Umbria. The Group also has a rather significant presence in Campania, Liguria,
Piedmont, Puglia and Valle d’Aosta, where it has more than a 10% share of total bank
branches.
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At national level, also considering the corporate and private banking branches, the
UniCredit Group is ranked second as far as geographical presence is concerned,
measured by the network of branches, with a market share of 14.7%. Finally, in
relation to Austria and Germany, said market share at consolidated level stood at 6.6%
and 2.1% respectively 17 .
(b) CEE countries
Despite the international crisis, the banking market in CEE countries today represents
a sector in which the penetration of the financial system is still rather limited
compared with countries in the Euro area, while the process of economic and financial
convergence is set to continue.
According to estimates drawn up by the International Monetary Fund, CEE countries
will have a rate of recovery from the economic crisis on average above that of
countries in the Euro area, with average growth of around 1.8% expected in 2010
compared with average growth of 0.3% in the Euro area 18 .
The UniCredit Group holds a primary role in many of the 19 CEE countries where it
operates, ranked among the top 5 operators in the majority of the 19 countries in terms
of total assets. Erste, Raiffeisen, KBC, Société Générale, Intesa Sanpaolo and OTP are
the main international banking group competitors of the UniCredit Group in CEE
countries, and compared with some of them the UniCredit Group benefits from greater
diversification. In certain countries, state-owned or local privately owned banks hold a
significant position. In particular, the Group’s main competitors in Poland are PKO
BP, Commerzbank, ING and AIB.
The table below shows the market share in terms of total assets, and the position of the
UniCredit Group in the main CEE countries in which the Group was active as at
December 31, 2008.
Country UniCredit % share UniCredit Ranking
Poland 12.7% 2
Bulgaria 15.8% 1
Croatia 24.3% 1
Bosnia 19.1% 2
Ukraine 6.5% 3
Czech Republic 6.9% 4
Turkey 9.0% 5
Slovakia 7.4% 5
Kazakhstan 8.3% 5
Hungary 6.2% 7
Slovenia 6.1% 4
Serbia 5.0% 6
Romania 5.5% 6
Russia 2.1% 7
Source: UniCredit Group data processing, CEE Strategic Analysis, July 2009.
17
Source: UniCredit elaboration of data from the central banks of the respective countries.
18
Source: World Economic Outlook, October 2009, Statistical Appendix, Tables A2 and A4, pages 170 and 174
(http://www.imf.org/external/pubs/ft/weo/2009/02/index.htm).
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With regards to loans 19 , as at June 30, 2009, the UniCredit Group also boasted a
market share of 7.1% in the CEE countries where it is present, with a share, in terms
of loans to non-financial companies, of 7.3% and a share of 6.4% in loans to families.
In this field in particular, the UniCredit Group boasts a market share of primary
standing in terms of loans in Poland of 11.0%, 25.4% in Croatia, 15.5% in Bulgaria,
18.6% in Bosnia and 10.2% in Turkey.
Finally, in terms of deposits, as at June 30, 2009, the UniCredit Group recorded a
market share of 6.9%, with a market share of 7.9% from non-financial companies and
6.2% from families. The UniCredit Group boasts a significant market share, in terms
of collection, in Poland particularly of 14.2%, Croatia 25.2%, Bulgaria 15.2%, Bosnia
20.5% and Turkey 8.7%.
(c) Asset Management
The mutual fund market at global level totalled €17.7 thousand billion as at September
30, 2009. The United States accounted for 45% of the market, Europe 38%, while
Asia and the Pacific area, the market showing the most rapid growth in recent years,
accounted for 11% 20 .
As at September 30, 2009, Italy, which is the main reference market of Pioneer
Investments 21 , registered total assets invested in mutual funds of €422.5 billion. A
pioneer in said field, with assets of €66 billion 22 and a market share of 15.6%, and the
second ranked active operator. The market share of the top 5 operators stands at
55.5% 23 .
In Germany - the second biggest market in Europe in terms of the Asset Management
dimensions of the UniCredit Group – assets invested in mutual funds reserved for the
retail segment stood at €636.2 billion as at September 30, 2009. The market share of
the UniCredit Group in Germany as at September 30, 2009 stood at 2.0%, with total
assets amounting to €12.8 billion 24 . The UniCredit Group is also present in the special
funds market, funds dedicated to the institutional sector, with total assets as at August
31, 2009 of €6.5 billion, and a market share of 0.94% 25 .
In Austria, the mutual fund market stood at €135.5 billion as at September 30, 2009.
At the same date, Pioneer Investments was the third biggest operator with total assets
of €20 billion and a market share of 14.8% 26 .
Finally, in the United States, Pioneer Investments is present as a consolidated operator
in the mutual fund sector - in particular in the non-proprietary segment - with total
19 Source: UniCredit Group data processing, CEE Strategic Analysis.
20 Source: Strategic Insight. Asia and the Pacific area includes Australia. The remaining 6% is represented by other
countries such as Canada, and Latin America and South Africa.
21 Pioneer Investments is the commercial name that distinguishes the Group’s asset management companies.
22 The figure relative to assets includes mutual retail funds exclusively.
23 Source: Assogestioni.
24 Source: BVI. The figure refers to mutual funds sold to the retail segment by Pioneer Investments and Internationales
Immobilien-Institut GmbH Kapitalanlagegesellschaft.
25 Source: BVI. The figure refers to special funds, sold by Pioneer Investments and Internationales Immobilien-Institut
GmbH Kapitalanlagegesellschaft.
26 Source: Voeig. The figures include both assets under management and assets under administration. The figure relative to
Pioneer Austria also includes own funds.
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assets under management of USD 25.3 billion as at September 30, 2009,
corresponding to a market share of 0.98% with respect to said segment 27 .
(d) Private Banking
With more than 250 branches and almost 1,200 private bankers, the UniCredit
Group’s Private Banking Business Unit has one of the most widespread networks in
Europe.
In Italy, where it has a presence with UniCredit Private Banking, UniCredit is among
the leading banks dedicated to private customers. With total financial assets of roughly
€63 billion as at December 31, 2008, of which approximately €50 billion held by
families 28 , UniCredit held roughly a 6% market share of total financial assets 29 .
In Germany, thanks to HVB’s Wealth Management Business Line, UniCredit is
among the main banks dedicated to the private segment, reaching total volumes
exceeding €25 billion as at December 31, 2008 (including Wealth Management
Capital Holding), and a market share equal to roughly 5% 30 .
In Austria, through BA subsidiaries belonging to the Business Unit (Schoellerbank
AG, Asset Management Gmbh and Bank Privat AG), as at December 31, 2008,
UniCredit held total financial assets amounting to roughly €13 billion. The market
share stood at more than 13% 31 .
In order to reorganise the perimeter of activities previously carried out by the different
companies controlled by BA and attributable to Private Banking (Bank Privat AG,
Schoellerbank AG and Asset Management GmbH), and to align itself with the model
of service offered to the customer of all Private Banking structures of the UniCredit
Group, 2009 was characterised by a process of reorganisation, approved by the FMA
on September 16, which provides for:
• the transfer of certain Asset Management GmbH activities to Pioneer
Investments Austria GmbH, a company indirectly owned by the UniCredit
Group through PGAM;
• the subsequent merger by incorporation of Bank Privat AG and the
remaining activities of Asset Management GmbH into BA.
(e) Corporate & Investment Banking
With banking operations in 22 countries and an international network extended to 26
countries, with a key strategic presence in Munich, London, Milan and Vienna and in
CEE countries, as well as in the United States of America and Asia, CIB offers its
business and financial institution customers an extensive range of specialist products
27
Source: Strategic Insight. The non-proprietary segment is characterised by total assets under management of 2,268.6
billion dollars. The figures relative to the USA market include open- and closed-end funds, but exclude variable
annuities.
28
The remaining part (roughly EUR 13 billion) is held mainly by banking foundations and other institutional investors.
29
Source: Magstat, AIPB
30
Booz & Company study “Private Banking in Austria” (market total) and press (figures on individual banking
institutions)
31
Booz & Company study “Private Banking in Austria” (market total)
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and services, combining a unique geographical closeness in a European context with
international competence of primary standing in all the main operating segments.
Financing & Advisory (F&A). The significant position in credit activities in the three
main countries in which CIB customers are present (Italy, Germany and Austria) is a
key indicator of CIB's strategic positioning in corporate banking, and also expresses a
measure of the support for and financial stimulus of the European economic system.
In addition to the so-called financing operations, CIB makes available to its customers
a complete range of investment banking services in the countries in which it is present,
thanks also to the support of an international product platform in relation to which the
CIB business segment has developed specific rooted skills, including corporate
finance & advisory, syndicated loans, leveraged buy-out, project & commodity
finance, real estate financing and principal investments.
Markets. Aside from consolidated skills in the Fixed Income, Rates & Foreign
Exchange segments, CIB also boasts an important position in the capital markets (both
Equity Capital Markets (“ECM”) and Debt Capital Markets (“DCM”)).
Global Transaction Banking. CIB is one of the leading operators in the Global
Transaction Banking sector in terms of revenues generated in continental Europe 32 . By
combining a wealth of knowledge of the domestic markets with the experience of an
international bank as regards all aspects connected with transaction banking, the GTB
Product Line offers a complete set of products and services in the payment and ebanking,
trade finance, supply financial management, export financing and custodian
bank service segments in Central-Eastern Europe.
Leasing. CIB holds a position of prime significance in the leasing sector. On the basis
of the ranking in December 2008 published by Leaseurope on the 75 main leasing
companies in Europe, UniCredit Leasing was ranked first in terms of volumes of
contracts signed with a share of 7%. The top position was also confirmed in Italy, in
terms of both volumes and the number of contracts, with a share of the market total, as
at September 2009, of 15% and 11% respectively 33 . As regards leasing activities, in
particular, CIB has continued to be committed to maximising cooperation between the
banks of the individual countries in which it is present, dedicating specific resources to
training and the circulation of product know-how. The new organisational structure
places the emphasis on forming an international leasing network to serve the
customer: to this end, an organisational unit has been established (Global Sales
Specialist) which acts as a reference for the operative companies of all countries
regarding the management of leasing operations at international level and the
development of supra-national cooperation agreements with the leading industrial and
commercial companies (Vendor Leasing channel).
6.8. Exceptional factors
32 Elaboration of financial statement figures by the issuer.
33 Source: Assilea
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Except for what was described in detail in Chapter 4 of the Prospectus, at the date of the
Prospectus, no exceptional events had occurred which impacted the activities of the UniCredit
Group.
6.9. Reliance on patents or licences, industrial, commercial or financial contracts or on new
manufacturing procedures
UniCredit Group activities do not rely on patents or licences, industrial, commercial or
financial contracts or on new manufacturing procedures.
6.10. Risk management
The UniCredit Board of Directors establishes the strategic guidelines for the assumption of
risks by defining, based on the risk appetite and objectives of value creation in relation to the
risks assumed, the allocation of capital for said Issuer and for the Group companies.
In particular, the Group Risk Committee, with advisory and proposal functions, meets in order
to define the proposals of the Managing Director to the Board of Directors, with reference to:
• risk appetite of the Group including capitalisation objectives, capital allocation criteria,
risk assumption capacity, cost of equity and dividend policy as well as internal capital
limits;
• general strategies for risk optimisation, general guidelines and policies for Group risk
management;
• internal models for the measurement of all types of risk for the purposes of calculation of
regulatory capital;
• structure of limits per type of risk;
• strategic policies and funding plans;
• definition and periodic review of the reference framework relative to the ICAAP, the
relative perimeter of application and so as with the annual Regulatory Report;
• annual Regulatory Report on market, credit and operational risks.
The Group Risk Committee meets, with decision-making functions, for:
• the definition of the guidelines relating to the Group’s financial policies (asset and
liability management strategies, including the so-called financial duration profile – at
Group level);
• the allocation of risk to the individual business segments and to Group companies,
specific risk-related guidelines and strategies and the subsequent definition of limits for
the reaching of objectives in terms of risk appetite and limits per type of risk;
• methods for the measurement and control of aggregated Group risks (deriving from the
grouping together of individual types of risk);
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• the guidelines, policies and strategies for real estate risk, risk on financial investments
and business risk;
• plans of intervention in the event of critical aspects highlighted by initial validation
reports and those produced over time;
• the themes regarding Basel II, as with the relative project activities and processes.
The Group Risk Committee also receives periodic information from the competent
committees/functions regarding the following matters:
• reorganisation projects concerning processes on the subject of risks and/or organisational
structures involved in risk management and control activities;
• periodic reporting on risks (portfolio, major exposures, loss loan provision etc., including
reporting provided for by the supervisory authorities (before the relative disclosure).
• reporting on the exceeding of limits;
• corrective action for the balancing of Group risk positions;
• issues approved in Portfolio Risk Committees, such as "special” risk guidelines and
policies (e.g. for portfolio, operational, product risks etc.);
• rating systems, initial validation report and reports produced over time, potential action
plans, rules for the rating assignment process, information technology requirements and
in terms of data quality;
• internal models for risk evaluation, both for the purposes of the calculation of economic
capital and for stress testing activities, for the risks provided for in the Basel II (first
pillar) regulations (credit risk, including concentration and securitisation risks, market
risks and operational risks) and in Basel II (second pillar) regulations (strategic and real
estate risk, risk on financial investments, business risk, reputational risk and liquidity
risk), as well as the relative initial validation reports and those produced over time;
• matters discussed within the Portfolio Risk Committee domain as well as those approved
by the latter;
• matters relating to risks discussed within the domain of the Parent company’s business
segment committees.
The Group Risk Committee is composed of the following members: Managing Director
(Chairman of the Committee), Deputy CEOs, Chief Risk Officer (chairs the Committee in the
absence of the Managing Director), Chief Financial Officer, the Legal & Compliance manager,
the manager of the CEE Divisionalisation Program and the Human Resources manager. The
Manager of UniCredit’s Internal Audit Department also participates in the Group Risk
Committee as auditor with voting rights.
Supervision of risks at UniCredit Group level (principally credit, market and operational risk
and integration of said risks) is carried out by UniCredit's Risk Management department
(“CRO”), which is assigned the responsibility of:
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• optimising asset quality by minimising the cost of the related risks, in line with the
risk/profitability objectives assigned to the business areas; and
• defining the guidelines, policies and methodologies aimed at the measurement and control
of the aforementioned risks, in compliance with the normative and reference regulatory
provisions, internal and external.
The Group Risk Management function is broken down into the following departments:
• “Strategic Risk Management & Control” which is responsible for: (i) managing, at Group
level, activities connected with Basel II, including therein the measurement and definition
of limits for the risks provided for by the second pillar of the Basel II regulations and
coordination of the internal capital within the context of the ICAAP; (ii) supervising and
managing the overall profile of operational and reputational risk of the Group, defining the
relative strategies, methodologies and limits; (iii) assigning the rating for the most
significant Group exposures and managing the rating deviation process (so-called "rating
override”) (iv) validating the risk measurement models, regardless of the type of risk; (v)
taking care of the reporting for all risks, irrespective of the type and the originator; (vi)
developing and managing all Group policies on risks in the perimeter of competence of the
Group Risk Management department, regardless of the type and the originator; (vii)
providing support for the development, evolution and maintenance of information
technology infrastructures relative to risks just as with ensuring their adequacy from an IT
and data quality point of view.
• “Credit & Cross–Border Risks Portfolio Management”, which is responsible for
supervising and managing the overall profile of credit and cross-border risks of the Group,
defining the relative strategies, methodologies and limits.
• “Markets & Balance Sheet Risks Portfolio Management”, which is responsible for
supervising and managing the overall profile of market, balance sheet and liquidity risks of
the Group, defining all the relative strategies, methodologies and limits.
• “CIB & PB Risks”, responsible for all risks originating in the “CIB & PB” field, through
the evaluation of major exposures (corporate, banks, financial institutions, Private
counterparties), LPAC operations and special products just as with the evaluation and
monitoring, from the point of view of market, balance sheet, liquidity, operational and
reputational risks, of operations carried out in the trading book domain by CIB & PB SBA
with the focus on “markets” and “investment banking” products.
• “Retail Risks”, responsible for managing, monitoring, consolidating and supervising, also
by defining specific strategies and policies, all risks originating in the Retail Strategic
Business Area, just as with carrying out risk management activities on behalf of banks
(based on specific service contracts) that belong to the Retail Italy Network Business Unit.
• “Treasury Risks”, responsible, purely in operational terms, for the evaluation and
monitoring, from the point of view of credit, market and operational risks, for operations
completed in the field of the banking book and trading book of treasury portfolios, carried
out by the competent Group functions (with the exception of the perimeter of CEE
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countries), with reference to the management of balance sheet, liquidity and market risks
(including, for example, securitisations, interest rate and exchange rate derivatives, etc.).
• “Asset Management Risks”, responsible for supervising risk management activities within
the perimeter of “asset management”, from an operational point of view, ensuring
consistency with the strategies, limits and guidelines defined by the relative “risk portfolio
managers”.
• “CEE Risk”, responsible for supervising risk management activities performed within CEE
countries, from an operational point of view, ensuring consistency with the strategies,
limits and guidelines defined by the relative risk portfolio managers, developing, if and
when necessary, specific guidelines, policies or strategies.
• “Special Credit”, responsible for coordinating, directing, supporting and in relation to
certain selected dossiers, managing restructuring and recovery activities performed within
the Parent company domain and/or by Group companies.
6.11. Description of risks
Within the context of its activities, the UniCredit Group assumes various types of risk
schematically ascribable to the following: credit risk; market risk, operational risk, business
risk, real estate risk; financial investment risk; strategic risk; reputational risk. Said types of
risk, managed and monitored through Group policies and procedures, are attributable both to
the banking book and the supervisory trading book, and are subject to constant monitoring at
various levels of control.
6.11.1. Credit risk
Relations between UniCredit and Group companies that exercise credit activities are
regulated by specific governance documents which guarantee UniCredit a role of
management, support and control of its subsidiaries.
In particular, in compliance with the role attributed by corporate governance to
UniCredit’s CRO function, the “General Group Credit Policies” were issued, general
provisions relating to the execution of credit activities at Group level, which lay out
the rules and principles that must direct, discipline and standardise the evaluation and
management of credit risk, in line with UniCredit Group principles and best practice.
As part of the monitoring duties of credit risk, the UniCredit CRO function has been
assigned the job of management and measurement of this risk, through the creation
and use of the appropriate methodologies. Said task also involves the constant
updating of the methodologies developed, ensuring, in collaboration with the
Organisation department, responsible for the relevant processes, the implementation of
these in compliance with “Basel 2” standards and in compliance with the requirements
indicated by the Bank of Italy.
With regards to the application of Basel 2 regulations, UniCredit obtained
authorisation from the Bank of Italy to adopt advanced methods for calculation of the
capital requirements necessary to cope with credit risk. In this first phase, said
methodologies were adopted by UniCredit, some Italian subsidiaries, and by HVB and
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BA whilst they will subsequently be applied by other UniCredit Group companies in
line with a gradual extension plan communicated to the supervisory authorities.
UniCredit’s CRO function performs the control of portfolio credit risk, producing the
relative reports at Group level, both recurring and specific, with the objective of
analysing the main components of said risk and following their development over
time, in order to be able to quickly detect any symptoms of deterioration and,
therefore, put in place the appropriate corrective initiatives.
Portfolio reporting activities at "Group-Wide” level are carried out in close
collaboration with the Transactional Risk Managers and the Credit & Cross-Border
Risk Portfolio Manager that, within their respective perimeters, implement their
specific reporting activities.
In addition, Credit & Cross-Border Risk Portfolio Management is responsible for
carrying out monitoring and providing independent evaluations of customers and
individual transactions that present a high level of credit risk.
The fundamental goal of the reporting and monitoring activities performed by the
CRO is to analyse the main drivers and parameters of credit risk (exposure at default
(“EAD”), expected loss (“EL”), migration, cost of risk etc.) in order to promptly
adopt any counter-measures on portfolios subject to said risk.
In the first half of 2009, reporting activities developed considerably thanks to the
gradual improvement in the quality of data and processes through which the various
reports are drawn up (“ERM Risk Report”, “CRO Flash Report”, “Quarterly Risk
Report”, etc.). In support of the production of the aforementioned reports, the Group
Risk Reporting unit at central level also uses the “Credit Tableau de Boards”, a
quarterly instrument which contains detailed information on the trends in the risks of
the Strategic Business Area.
6.11.2. Market and liquidity risk
In August 2009, the Managing Director approved the reorganisation of the Group
Market Risks Department, with the objective of bringing together all the strategic
functions, charged with definition of the limits on Market, Liquidity and Balance
Sheet risks, under one management, thus creating the new Market & Balance Sheet
Risk Portfolio Manager. At the same time, the reorganisation provided for the
establishing of the Treasury Risk Officer, an entity responsible for checking that the
operations effected by the Group correspond to the strategies and limits set by the
Market & Balance Sheet Risk Portfolio Manager.
In particular, the following tasks were carried out:
• concentration of responsibilities for the measurement, evaluation, monitoring and
control within the new “Group Market Risks” department, responsible for the
monitoring of banking and trading book risks at UniCredit Group level, and
ensuring the consistency of policies, methodologies and practices, relative to
market risks, between the strategic business areas and the UniCredit Group
companies;
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• the introduction, within the new department, of four units specialised in the
Markets Risk Portfolio, the Treasury Risk Portfolio, the Liquidity Risk Portfolio
and the Balance Sheet Risk Portfolio.
• the formation of unitary supervision measures for the architecture and
methodologies of the Market Risk portfolio including responsibilities regarding
Risk Technologies, Risk Methods, Model Testing and Group-wide New Products
Process, but excluding Front Office Risk Modelling;
• the consistent reallocation of responsibilities between UniCredit and Group
companies;
• the maintenance of the overall responsibility of the CRO over Group market risks
and over the market and credit risks of the Corporate & Investment Banking and
Private Banking Strategic Business Area, through the directing and monitoring
activities to be carried out also in the Group Risk Committee (competent body for
the approval/sharing of Market & Balance Sheet Risk Portfolio Management
proposals regarding risk strategies, policies, models and limits as well as
monitoring activities/initiatives), of which the CRO is a member.
In addition, UniCredit proposes investment limits and policies for the UniCredit
Group and for its entities in harmony with the capital allocation process during
preparation of the annual budget.
Finally, UniCredit’s Asset and Liability Management unit, in coordination with the
other regional liquidity centres, with the Liquidity Portfolio Manager and the
Transactional Risk Officer, perform strategic and operational Asset and Liability
Management, with the objective of ensuring the equilibrium of capital structures and
the economic and financial sustainability of the UniCredit Group’s growth policies in
the loan market, by optimising the Group's exchange rate, interest rate and liquidity
risk profile.
6.11.3. Operational risks
Organisational and reporting structure
The Operational and Reputational Risks Portfolio Management department, within the
domain of the Strategic Risk Management & Control department, defines the model of
calculation of the UniCredit Group’s operational risk capital and the guidelines for
control of operational risks. Said department also has a role involving support and
control in respect of the Operational Risk Management functions of UniCredit Group
companies, in order to verify compliance with the Group standards in implementation
of the processes and control methodologies. A reporting system has been developed
by the Issuer to keep top management and internal control bodies informed on the
UniCredit Group’s exposure to operational risks and the actions undertaken to
mitigate them.
Risk management consists of the review of processes for the reduction of the risks
identified, with the possibility of outsourcing certain activities, and the management of
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insurance policies to cover operational risks, with identification of the appropriate
excesses and limits.
In addition, regular checking of business continuity plans ensures the management of
operational risk in the event of interruption to the main services. The Group Risk
Committee (or other bodies, according to the provisions of local regulations) reviews
the risks identified by the operational risk functions of the entities, with the support of
the functions involved, and checks the mitigation initiatives.
Measurement and allocation of capital
The Issuer has developed an internal model for the measurement of the capital
requirement. This is calculated by taking into account internal loss data, external loss
data (consortium and public) and loss data generated by scenario analysis and risk
indicators. The calculation is carried out by using the types of operating event as risk
classes. For each risk class, the severity and frequency of the losses are estimated
separately to obtain the distribution of annual losses through simulation, taking into
account the insurance coverage. The severity distribution is estimated based on
internal data, external data and data generated by scenario analysis, while the
frequency is estimated solely on internal data. For each class, a correction is applied
based on the operational risk indicators. The distributions of annual loss, obtained for
reach risk class, are aggregated based on specific statistical functions. The risk capital
is therefore calculated on the aggregate distribution of losses at a 99.9% confidence
level for regulatory purposes and a 99.97% confidence level for internal purposes,
considering the deduction due to expected losses.
Using allocation mechanisms, the capital requirements of Group companies are
identified, reflecting the exposure and effectiveness of the operational risk
management process.
For Group companies still not authorised by the supervisory authorities to use the
internal model, the capital requirement is calculated on the basis of the Base and
Standard methods.
6.11.4. Business risk
Business risk derives from a contraction in margins, not brought about by market,
credit and operational risks but instead by variations in the competitive context or
customer behaviour. It is measured at Group level both in terms of stand-alone risk
capital, and in terms of the element belonging to a diversified risk portfolio; in the
second case, the benefit from diversification is then reallocated to the individual
UniCredit Group companies, proportionately with respect to the ratio between Group
value-at-risk and the sum of the stand-alone risk capital of all Group companies.
For monitoring purposes, business risk at UniCredit Group level is calculated
quarterly and whenever deemed necessary through significant changes in the reference
market. During budgeting, it is calculated from a prospective viewpoint to support the
capital allocation process in that it falls under the risk measurements to be aggregated.
6.11.5. Real estate risk
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Real estate risk consists of potential losses resulting from negative fluctuations in the
value of the real estate portfolio owned by the UniCredit Group, involving companies,
real estate trusts and “special-purpose vehicle companies” (real estate pertaining to
customers remains excluded, encumbered by mortgage securities). The calculation of
real estate risk also provides for the exclusion of properties used as collateral and
instead includes the properties of instrumental companies and subsidiaries.
For monitoring purposes, the real estate risk at Group level is calculated quarterly and
whenever deemed necessary through significant changes in the reference market.
During budgeting, it is calculated from a prospective viewpoint to support the capital
allocation process in that it falls under the risk measurements to be aggregated.
6.11.6. Financial investment risk
Financial investment risk represents the risk of potential losses in value deriving from
non-speculative financial investments in companies falling within the perimeter of the
UniCredit Group valid for accounting consolidation purposes. Therefore, positions
belonging to the so-called trading book are not considered.
For monitoring purposes, the financial investment risk at Group level is calculated
quarterly and whenever deemed necessary through significant changes in the reference
market. During budgeting, it is calculated from a prospective viewpoint to support the
capital allocation process in that it falls under the risk measurements to be aggregated.
6.11.7. Strategic risk
Strategic risk hinges on unexpected changes in the market context, the non-recognition
of trends in existence in the banking sector, or inappropriate evaluations regarding said
trends. This can lead to aberrant decisions for the reaching of long-term objectives and
may be difficult to reverse.
6.11.8. Reputational risk
Reputational risk is the actual or prospective risk of a decrease in profits or capital,
deriving from a negative perception of the image of the banking Group by customers,
counterparties, shareholders, investors or the supervisory authorities.
The UniCredit Group’s system of values is based on integrity as a condition of
sustainability. In line with said integrity in terms of conduct and principles, UniCredit
wishes to ensure that individual entrepreneurship does not lead to conduct that is not
in keeping with the reputational profile UniCredit aspires to reach.
UniCredit acts at international level in a unified manner as a Group: its reputation
must therefore be considered a Group value; the inherent risk is reflected directly in its
overall risk profile.
The Group system for the management of reputational risks implements the general
Group principles for conformance with the second pillar requirements of Basel II
regulations. Its main objective is to provide constant support for the activities of the
Group in order to preserve or promote its reputation.
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6.12. Rating
The following table shows the UniCredit rating, as at the date of the Prospectus, assigned by
Fitch, Standard & Poor’s and Moody’s:
Fitch Standard & Poor's Moody’s
Short-term
payables
Medium/longterm
payables Short-term
payables
Medium/longterm
payables Short-term
Rating F1 A A-1 A
payables
P-1
Medium/longterm
payables
Aa3
Summary of the rating of the Issuer during 2009
Shown below is a summary of the main actions taken on the rating of the Issuer by the rating
agencies during 2009.
March 18, 2009: Standard & Poor’s modified UniCredit’s long-term rating by one notch from
“A+” to “A”, confirming the short-term rating at “A-1”. The outlook went from negative to
stable.
April 16, 2009: Fitch modified UniCredit’s long-term rating by one notch, bringing it from
“A+” to “A” and the individual rating from “B/C” to “C”. The short-term rating was confirmed
at “F1”. The outlook remained negative.
June 18, 2009: Moody’s, as part of a more extensive analysis at Italian banking system level,
confirmed UniCredit’s long-term and short-term ratings (Aa3/P-1). The outlook remained
stable. The Bank’s Financial Strength Rating (BFSR) was subject to observation for a possible
downgrading.
August 6, 2009: Moody’s modified the Bank’s Financial Strength Rating (BFSR) bringing the
negative outlook from C+ to C. The revision had no impact on the long-term and short-term
ratings (Aa3/P-1). The outlook remained stable.
October 1, 2009: Standard & Poor’s confirmed the long-term and short-term ratings (A/A-1).
The outlook remained stable.
December 22, 2009: Fitch confirmed the long-term and short-term ratings (A/F-1) and the
individual rating of “C”. The outlook remained negative.
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7. ORGANISATIONAL STRUCTURE
7.1. Group the Issuer belongs to
The Issuer is the Parent company of the UniCredit Group and performs not only banking
activities, but the functions of guidance, governance and unitary control over subsidiary banks,
and financial and instrumental companies.
The Issuer, as a bank that exercises the management and coordination activities of the
UniCredit Banking Group pursuant to the terms of Article 61, fourth paragraph of the TUB
(Consolidated Banking Act), issues, as part of the exercising of management and coordination
activities, provisions to the members of the banking Group, and for the execution of
instructions communicated by the supervisory authorities and in the interest of the stability of
the UniCredit Banking Group.
The organisational chart of the main companies in the UniCredit Banking Group as at the date
of the Prospectus is shown below.
- 153 -

- 154 -

- 155 -

- 156 -

7.2. Issuer’s subsidiaries
The following table contains some information on the main companies controlled, directly or
indirectly by the Issuer, pursuant to Article 2359 of the Italian Civil Code, as at the date of the
Prospectus.
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List of the main subsidiaries forming part of the Banking Group.
NAME
REGISTERED
OFFICE
COUNTRY
ACTIVITY COMPANY OWNING THE INTEREST
- 158 -
% SHARE OF
EQUITY
% OF VOTING
RIGHTS
SHARE CAPITAL
DIR. IND. DIR. IND. CURRENCY SHARE CAPITAL
AS UNICREDIT BANK LITHUANIA BANK UNICREDIT BANK AUSTRIA AG 100.00 100.00 LVL 41,729,170.00
ATF BANK KYRGYZSTAN OJSC KIRGHIZISTAN BANK JSC ATF BANK 95.84 95.84 KGS 700,000,000.00
BANCO DI SICILIA S.P.A. ITALY BANK UNICREDIT S.P.A. 100.00 100.00 EUR 365,400,000.00
BANK AUSTRIA REAL INVEST GM BH AUSTRIA BANK UNICREDIT BANK AUSTRIA AG 94.95 94.95 EUR 10,900.500,00
BANK AUSTRIA REAL INVEST
IMMOBILIEN-KAPITALANLAGE GM BH AUSTRIA BANK BANK AUSTRIA REAL INVEST GM BH 100.00 100.00 EUR 5,000,000.00
BANK AUSTRIA W OHNBAUBANK AG AUSTRIA BANK UNICREDIT BANK AUSTRIA AG 100.00 100.00 EUR 18,765,944.00
BANK PEKAO S.A. POLAND BANK UNICREDIT S.P.A. 59.25 59.25 PLN 262,319,994.00
BANKHAUS NEELMEYER AG GERMANY BANK UNICREDIT BANK AG (*) 100.00 100.00 EUR 12,800,000.00
CARD COM PLETE SERVICE BANK AG AUSTRIA BANK UNICREDIT BANK AUSTRIA AG 50.10 50.10 EUR 6,000,000.00
CJSC BANK SIBIR RUSSIA BANK JSC ATF BANK 100.00 100.00 RUB 849,800,000.00
DAB BANK AG GERMANY BANK UNICREDIT BANK AG (*) 77.13 77.13 EUR 75,187,007.00
DIREKTANLAGE.AT AG AUSTRIA BANK DAB BANK AG 100.00 100.00 EUR 15,000,000.00
FACTORBANK AKTIENGESELLSCHAFT AUSTRIA BANK UNICREDIT BANK AUSTRIA AG 100.00 100.00 EUR 1,791,389.45
FINECOBANK S.P.A. ITALY BANK UNICREDIT S.P.A. 100.00 100.00 EUR 200,070,430.89
HVB SINGAPORE LIMITED SINGAPORE BANK HVB ASIA LIMITED 100.00 100.00 SGD 6,500,000.00
IRFIS - M EDIOCREDITO DELLA SICILIA
S.P.A. ITALY BANK BANCO DI SICILIA S.P.A. 76.26 76.26 EUR 76,501,914.00
JOINT STOCK COM M ERCIAL BANK FOR
SOCIAL DEVELOPM ENT UKRSOTSBANK UKRAINE BANK
PRIVATE JOINT STOCK COM PANY
FERRO TRADE INTERNATIONAL 69.19 69.21
UNICREDIT BANK AUSTRIA AG 26.15 26.16
UAH 1,270,000,000.00
JSC ATF BANK KAZAKHSTAN BANK UNICREDIT BANK AUSTRIA AG 99.70 99.70 KZT 106,878,518,000.00
LEASFINANZ BANK GM BH AUSTRIA BANK BACA LEASING UND
BETEILGUNGSM ANAGEM ENT GM BH 100.00 100.00 EUR 36,500.00
M EZZANIN FINANZIERUNGS AG AUSTRIA BANK UNICREDIT BANK AUSTRIA AG 56.67 56.67 EUR 30,000,000.00

NAME
REGISTERED
OFFICE
COUNTRY
ACTIVITY COMPANY OWNING THE INTEREST
- 159 -
% SHARE OF
EQUITY
% OF VOTING
RIGHTS
SHARE CAPITAL
DIR. IND. DIR. IND. CURRENCY SHARE CAPITAL
OPEN JOINT STOCK COM PANY
UNICREDIT BANK UKRAINE BANK BANK PEKAO SA 100.00 100.00 UAH 653,507,670.00
PEKAO BANK HIPOTECZNY S.A. POLAND BANK
BANK PEKAO SA 99.96 99.96
HOLDING SP.Z.O.O. 0.04 0.04
PLN 223,000,000.00
PIONEER INVESTM ENTS AUSTRIA GM BH AUSTRIA BANK PIONEER GLOBAL ASSET
MANAGEMENT S.P.A. 100.00 100.00 EUR 5,000,000.00
PRVA STAM BENA STEDIONICA DD
ZAG REB CROATIA BANK ZAGREBACKA BANKA DD 100.00 100.00 HRK 80,000,000.00
SCHOELLERBANK
AKTIENGESELLSCHAFT AUSTRIA BANK UNICREDIT BANK AUSTRIA AG 100.00 100.00 EUR 20,000,000.00
UNICREDIT LUXEM BOURG S.A. LUXEM BOURG BANK UNICREDIT BANK AG (*) 100.00 100.00 EUR 238,000,000.00
UNICREDIT (SUISSE) BANK SA SW ITZERLAND BANK UNICREDIT PRIVATE BANKING
S.P.A. 100.00 100.00 CHF 43,000,000.00
UNICREDIT BANCA DI ROM A S.P.A. ITALY BANK UNICREDIT S.P.A. 100.00 100,00 EUR 1,106,400,000.00
UNICREDIT BANCA S.P.A. ITALY BANK UNICREDIT S.P.A. 100.00 100,00 EUR 1,609,400,000.00
UNICREDIT BANK AD BANJA LUKA
BOSNIA -
HERZEGOVINA BANK UNICREDIT BANK AUSTRIA AG 90.93 90,93 BAM 62,054,300.00
UNICREDIT BANK AG (*) GERM ANY BANK UNICREDIT S.P.A. 100.00 100.00 EUR 2,407,151,016.00
UNICREDIT BANK AUSTRIA AG AUSTRIA BANK UNICREDIT S.P.A. 99.99 99,99 EUR 1,468,770,749.80
UNICREDIT BANK CZECH REPUBLIC A.S. CZECH REPUBLIC BANK UNICREDIT BANK AUSTRIA AG 100.00 100.00 CZK 5,124,716,000.00
UNICREDIT BANK DD
BOSNIA -
HERZEGOVINA
BANK
UNICREDIT BANK AUSTRIA AG 24.40 24.29
UNICREDIT S.P.A. 3.27 3.28
ZAGREBACKA BANKA DD 65.59 65.69
BAM 119,195,000.00
UNICREDIT BANK HUNGARY ZRT. HUNGARY BANK UNICREDIT BANK AUSTRIA AG 100.00 100.00 HUF 24,118,220,000.00
UNICREDIT BANK IRELAND PLC IRELAND BANK UNICREDIT S.P.A. 100.00 100.00 EUR 1,343,118,650.00
UNICREDIT BANK SERBIA JSC SERBIA BANK UNICREDIT BANK AUSTRIA AG 100.00 100.00 CSD 12,857,620,000.00
UNICREDIT BANK SLOVAKIA AS SLOVAKIA BANK UNICREDIT BANK AUSTRIA AG 99.03 99.03 EUR 235,492,694.26
UNICREDIT BANKA SLOVENIJA D.D. SLOVENIA BANK UNICREDIT BANK AUSTRIA AG 99.99 99.99 EUR 16,258,321.26
UNICREDIT BULBANK AD BULGARIA BANK
UNICREDIT BANK AUSTRIA AG 92.10 92.10
UNICREDIT S.P.A. 0.00 0.00
BGN 239,255,524.00
UNICREDIT CAIB AG AUSTRIA BANK BA-CA M ARKETS & INVESTM ENT
BETEILIGUNG GMBH 100.00 100.00 EUR 7,543,000.00

NAME
REGISTERED
OFFICE
COUNTRY
ACTIVITY COMPANY OWNING THE INTEREST
- 160 -
% SHARE OF
EQUITY
% OF VOTING
RIGHTS
SHARE CAPITAL
DIR. IND. DIR. IND. CURRENCY SHARE CAPITAL
UNICREDIT CORPORATE BANKING S.P.A. ITALY BANK UNICREDIT S.P.A. 100.00 100.00 EUR 6,604,173,696.00
UNICREDIT CREDIT M ANAGEM ENT BANK
S.P.A. ITALY BANK
UNICREDIT CREDIT MANAGEMENT
BANK S.P.A. 2.19 0.00
UNICREDIT S.P.A. 97.81 100.00
EUR 41,280,000.00
UNICREDIT FAM ILY FINANCING BANK
S.P.A. ITALY BANK UNICREDIT S.P.A. 100.00 100.00 EUR 2,422,884,000.00
UNICREDIT INTERNATIONAL BANK
(LUXEM BOURG) S.A. LUXEM BOURG BANK UNICREDIT S.P.A. 100.00 100.00 EUR 10,000,000.00
UNICREDIT JELZALO G BANK ZRT. HUNGARY BANK UNICREDIT BANK HUNGARY ZRT. 100.00 100.00 HUF 3,000,000,000.00
UNICREDIT LEASING FINANCE GM BH GERMANY BANK UNICREDIT LEASING GM BH 100.00 100.00 EUR 17,580,000.00
UNICREDIT M EDIOCREDITO CENTRALE
S.P.A. ITALY BANK UNICREDIT S.P.A. 100.00 100.00 EUR 722,508,690.00
UNICREDIT PRIVATE BANKING S.P.A.
UNICREDIT TIRIAC BANK S.A. ROM ANIA BANK
ITALY BANK UNICREDIT S.P.A. 100.00 100.00 EUR 273,000,000.00
ARNO
GRUNDSTUCKSVERW ALTUNGS
GESELLSCHAFT M .B.H.
0.01 0.01
BANK AUSTRIA-CEE BETEILIGUNGS
GMBH 0.01 0.01
BETEILIGUNGSVERW ALTUNGSGES
ELLSCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GM BH
0.01 0.01
UNICREDIT BANK AUSTRIA AG 50.56 50.56
UNICREDIT LEASING (AUSTRIA)
GMBH 0.01 0.01
UNICREDIT LEASING ROM ANIA IFN
S.A. 0.00 0.00
RON 379,075,291.20
ZAGREBACKA BANKA DD CROATIA BANK UNICREDIT BANK AUSTRIA AG 84.21 84.44 HRK 1,280,967,820.00
ZAO UNICREDIT BANK RUSSIA BANK UNICREDIT BANK AUSTRIA AG 100.00 100.00 RUB 23,064,357,720.00
AI BETEILIGUNG GM BH AUSTRIA HOLDING
COM PANY UNICREDIT CAIB AG 100.00 100.00 EUR 35,000.00
ALPINE CAYM AN ISLANDS LTD. CAYM AN ISLANDS HOLDING
COM PANY UNICREDIT BANK AUSTRIA AG 100.00 100.00 USD 305,908,387.00

NAME
ASPRA FINANCE S.P.A. ITALY
REGISTERED
OFFICE
COUNTRY
ACTIVITY COMPANY OWNING THE INTEREST
NON-PERFORM ING
LOANS
MANAGEMENT
- 161 -
% SHARE OF
EQUITY
% OF VOTING
RIGHTS
SHARE CAPITAL
DIR. IND. DIR. IND. CURRENCY SHARE CAPITAL
UNICREDIT S.P.A. 100.00 100,00 EUR 350,000,000.00
ATF CAPITAL B.V. HOLLAND FINANCIAL JSC ATF BANK 100.00 100.00 EUR 18,000.00
BA- ALPINE HOLDINGS, INC. U.S.A.
HOLDING
COM PANY
FINANCIAL (ISSUE
UNICREDIT BANK AUSTRIA AG 100.00 100.00 USD 10.00
BA-CA FINANCE (CAYM AN) I LIMITED CAYM AN ISLANDS
OF HYBRID
CAPITAL
INSTRUM ENTS)
FINANCIAL (ISSUE
ALPINE CAYM AN ISLANDS LTD. 100.00 100.00 EUR 15,000.00
BA-CA FINANCE (CAYM AN) LIMITED CAYM AN ISLANDS
OF HYBRID
CAPITAL
INSTRUM ENTS)
ALPINE CAYM AN ISLANDS LTD. 100.00 100.00 EUR 15,000.00
BA-CA M ARKETS & INVESTM ENT
HOLDING
AUSTRIA UNICREDIT BANK AUSTRIA AG 100.00 100.00 EUR 127,177.46
BETEILIGUNG GMBH COM PANY
BANCA AGRICOLA COM M ERCIALE DELLA
UNICREDIT PRIVATE BANKING
SAN M ARINO BANK 85.35 85.35 EUR 16,937,960.00
R.S.M. S.P.A. S.P.A.
BANK AUSTRIA FINANZSERVICE GM BH AUSTRIA FINANCIAL UNICREDIT BANK AUSTRIA AG 100.00 100.00 EUR 490,541.00
BETEILIGUNGS-UND
HANDELSGESELLSCHAFT IN HAM BURG
MIT BESCHRANKTER HAFTUNG
GERMANY
HOLDING
COM PANY UNICREDIT BANK AG (*) 100.00 100.00 EUR 7,669,378.22
CA IB SECURITIES (UKRAINE) AT UKRAINE FINANCIAL UNICREDIT CAIB AG 100.00 100.00 UAH 1,234,400.00
CABET-HOLDING-AKTIENGESELLSCHAFT AUSTRIA HOLDING
COM PANY UNICREDIT BANK AUSTRIA AG 100.00 100.00 EUR 290,898.01
CABO BETEILIGUNGSGESELLSCHAFT
HOLDING
AUSTRIA
M.B.H. COM PANY
CABET-HOLDING-
AKTIENGESELLSCHAFT 100.00 100.00 EUR 35,000.00
CDM CENTRALNY DOM M AKLERSKI
FINANCIAL
POLAND BANK PEKAO SA 100.00 100.00 PLN 56,331,898.00
PEKAO SA BROKERAGE
CORDUSIO SOCIETÀ FIDUCIARIA PER
UNICREDIT PRIVATE BANKING
ITALY TRUST 100.00 100.00 EUR 520,000.00
AZIONI S.P.A.
FINECO LEASING S.P.A. ITALY LEASING UNICREDIT S.P.A. 100.00 100.00 EUR 62,915,415.60
FINECO VERW ALTUNG AG GERMANY FINANCIAL UNICREDIT S.P.A. 100.00 100.00 EUR 36,270,000.00
HVB CAPITAL ASIA LIMITED HONG KONG FINANCIAL UNICREDIT BANK AG (*) 100.00 100.00 JPY 8,000,000,000.00
HVB CAPITAL LLC U.S.A. FINANCIAL (ISSUE
OF FINANCIAL
UNICREDIT BANK AG (*) 100.00 100.00 USD 10,000.00

NAME
REGISTERED
OFFICE
COUNTRY
ACTIVITY COMPANY OWNING THE INTEREST
DEBT
INSTRUM ENTS)
- 162 -
% SHARE OF
EQUITY
% OF VOTING
RIGHTS
SHARE CAPITAL
DIR. IND. DIR. IND. CURRENCY SHARE CAPITAL
HVB CAPITAL PARTNERS AG GERMANY HOLDING
COM PANY UNICREDIT BANK AG (*) 100.00 100.00 EUR 2,500,000.00
HVB FUNDING TRUST V I U.S.A. FINANCIAL (TRUST) UNICREDIT BANK AG (*) 100.00 100.00 EUR 100.00
HVB GESELLSCHAFT FUR GEBAUDE M BH
& CO KG GERMANY REAL ESTATE UNICREDIT BANK AG (*) 100.00 100.00 EUR 10,000,000.00
HVB GLOBAL ASSETS COM PANY L.P. U.S.A. HOLDING
COM PANY
GBP 47,405,919.25
UNICREDIT BANK AG (*) 4.99 4.99
USD 589,413,363.72
EUR 252,224,858.76
HVB GLOBAL ASSETS COM PANY
(GP), LLC
0.01 0.01 USD 589,413,363.72
HVB IMMOBILIEN AG GERMANY HOLDING
COM PANY UNICREDIT BANK AG (*) 100.00 100.00 EUR 520.000,00
HVB INVESTM ENTS (UK) LIMITED CAYM AN ISLANDS FINANCIAL UNICREDIT BANK AG (*) 100.00 100.00 GBP 201.00
HVB PROJEKT GM BH GERM ANY
HOLDING
COM PANY
UNICREDIT BANK AG (*) 6.00 6.00
HVB IMMOBILIEN AG
94.00
94.00
EUR 24,543,000.00
HVB U.S. FINANCE INC. U.S.A. FINANCIAL UNICREDIT BANK AG (*) 100.00 100.00 USD 10.00
HVZ GM BH & CO. OBJEKT KG GERMANY REAL ESTATE
HYPERION
IMMOBILIENVERM IETUNGSGESELLSCHA
FT M .B.H
PORTIA GRUNDSTUCKS-
VERW ALTUNGSGESELLSCHAFT
MBH & CO. OBJEKT KG
100.00 100.00 EUR 148,065,166.10
AUSTRIA REAL ESTATE UNICREDIT BANK AUSTRIA AG (*) 100.00 99.00 EUR 36,336.42
HYPOVEREINSFINANCE N.V. HOLLAND FINANCIAL UNICREDIT BANK AUSTRIA AG (*) 100.00 100.00 EUR 181,512.00
LASSALLESTRASSE BAU-, PLANUNGS-,
ERRICHTUNGS- UND
VERW ERTUNGSGESELLSCHAFT M .B.H.
AUSTRIA
LEASING – REAL
ESTATE UNICREDIT BANK AUSTRIA AG 99.00 100.00 EUR 36,336.42
MOBILITY CONCEPT GM BH GERMANY LEASING HVB LEASING GMBH 60.00 60.00 EUR 2,650,000.00
OOO UNICREDIT LEASING RUSSIA LEASING
ORESTOS IMMOBILIEN-VERW ALTUNGS
GMBH
GERMANY
HOLDING
COM PANY
UNICREDIT LEASING S.P.A. 60.00 60.00
ZAO UNICREDIT BANK
40.00
40.00
RUB 160,000,000.00
HVB PROJEKT GMBH 100.00 100.00 EUR 10,149,150.00

NAME
REGISTERED
OFFICE
COUNTRY
PEKAO LEASING HOLDING S.A. POLAND LEASING
PEKAO LEASING SP ZO.O. POLAND LEASING
PIONEER ALTERNATIVE INVESTM ENT
HOLDING
BERM UDA
MANAGEMENT (BERM UDA) LIMITED COM PANY
ACTIVITY COMPANY OWNING THE INTEREST
- 163 -
% SHARE OF
EQUITY
% OF VOTING
RIGHTS
BANK PEKAO SA 80.10 80.10
UNICREDIT LEASING S.P.A.
SHARE CAPITAL
DIR. IND. DIR. IND. CURRENCY SHARE CAPITAL
19.90
19.90
BANK PEKAO SA 36.49 36.49
PEKAO LEASING HOLDING S.A.
63.51
63.51
PLN 207,671,225.00
PLN 241,588,600.00
PIONEER GLOBAL ASSET
MANAGEMENT S.P.A. 100.00 100.00 USD 12,100.00
PIONEER ASSET M ANAGEM ENT SA LUXEM BOURG
INVESTM ENT FUND
MANAGEMENT
PIONEER GLOBAL ASSET
MANAGEMENT S.P.A.
100,00 100.00 EUR 12,050,000,00
PIONEER FUNDS DISTRIBUTOR INC U.S.A.
DISTRIBUTION OF
INVESTM ENT
FUNDS
PIONEER INVESTM ENT
MANAGEMENT INC
100.00 100.00 USD 51.00
PIONEER GLOBAL ASSET M ANAGEM ENT
S.P.A.
ITALY
HOLDING
COM PANY
UNICREDIT S.P.A. 100.00 100,00 EUR 1,217,997,668.16
PIONEER GLOBAL INVESTM ENTS
LIMITED
IRELAND
INVESTM ENT FUND
MANAGEMENT
PIONEER GLOBAL ASSET
MANAGEMENT S.P.A.
100.00 100.00 USD 700,000.00
PIONEER INVESTM ENT M ANAGEM ENT
INC
U.S.A.
INVESTM ENT FUND
MANAGEMENT
ADM INISTRATION
MANAGEMENT OF
PIONEER INVESTM ENT
M ANAGEM ENT USA INC.
100.00 100.00 USD 1,999.00
PIONEER INVESTM ENT M ANAGEM ENT
LIMITED
IRELAND
INVESTM ENT
FUNDS AND
FINANCIAL
CONSULTANCY
PIONEER GLOBAL ASSET
MANAGEMENT S.P.A.
100.00 100.00 EUR 1,032,920.00
PIONEER INVESTM ENT M ANAGEM ENT
SOC. DI GESTIONE DEL RISPARM IO PER
AZ
ITALY
INVESTM ENT FUND
MANAGEMENT
PIONEER INVESTM ENT M ANAGEM ENT
HOLDING
U.S.A.
USA INC. COM PANY
PIONEER INVESTM ENTS
INVESTM ENT FUND
GERMANY
KAPITALANLAG EG ESELLSCHAFT M BH MANAGEMENT
PIONEER PEKAO INVESTM ENT FUND
COM PANY S.A. (POLISH NAM E: PIONEER
PEKAO TFI S.A.)
PIONEER PEKAO INVESTM ENT
MANAGEMENT S.A.
POLAND
POLAND
PENSION FUND
MANAGEMENT
PIONEER GLOBAL ASSET
MANAGEMENT S.P.A. 100.00 100.00 EUR 51,340,995.00
PIONEER GLOBAL ASSET
MANAGEMENT S.P.A. 100.00 100.00 USD 1.00
PIONEER GLOBAL ASSET
MANAGEMENT S.P.A. 100.00 100.00 EUR 6,500,000.00
PIONEER PEKAO INVESTM ENT
MANAGEMENT S.A. 100.00 100.00 PLN 37,804,000.00
INVESTM ENT
BANK PEKAO S.A. 49.00 49.00
FUND
MANAGEMENT PIONEER GLOBAL ASSET
MANAGEMENT S.P.A.
51.00
51.00
PLN 28,914,000.00

NAME
PORTIA GRUNDSTUCKS-
VERW ALTUNGSGESELLSCHAFT M BH &
CO. OBJEKT KG
REGISTERED
OFFICE
COUNTRY
GERMANY
ACTIVITY COMPANY OWNING THE INTEREST
HOLDING
COM PANY
- 164 -
% SHARE OF
EQUITY
% OF VOTING
RIGHTS
SHARE CAPITAL
DIR. IND. DIR. IND. CURRENCY SHARE CAPITAL
HVB GESELLSCHAFT FUR GEBAUDE
MBH & CO KG 100.00 100.00 EUR 500,013,550.25
PRIVATE JOINT STOCK COM PANY
HOLDING
UKRAINE UNICREDIT BANK AUSTRIA AG 100.00 100.00 UAH 877,000,000,00
FERRO TRADE INTERNATIONAL COM PANY
SALVATORPLATZ-
GRUNDSTUCKSGESELLSCHAFT MBH &
CO. OHG VERW ALTUNGSZENTRUM
GERMANY REAL ESTATE
SIA UNICREDIT LEASING LITHUANIA LEASING
PORTIA GRUNDSTUCKS-
VERW ALTUNGSGESELLSCHAFT
MBH & CO. OBJEKT KG
TIVOLI GRUNDSTUCKS-
AKTIENGESELLSCHAFT
97.78 97.78
AS UNICREDIT BANK 49.00 49.00
UNICREDIT LEASING S.P.A.
2.22
51.00
2.22
51.00
EUR 2,300,850.00
LVL 400,000.00
STRUCTURED LEASE GM BH GERMANY LEASING HVB LEASING GMBH 100.00 100.00 EUR 250,000.00
TELEDATA CONSULTING UND
SYSTEM M ANAGEM ENT GESELLSCHAFT
M.B.H.
AUSTRIA IT CONSULTANCY
TIVOLI GRUNDSTUCKS-
AKTIENGESELLSCHAFT GERMANY REAL ESTATE
UNICREDIT BUSINESS PARTNER
SOCIETÀ CONSORTILE PER AZIONI
ITALY
ADM INISTRATIVE
SERVICES
TREUCONSULT
BETEILIGUNGSGESELLSCHAFT
M.B.H.
PORTIA GRUNDSTUCKS-
VERW ALTUNGSGESELLSCHAFT
MBH & CO. OBJEKT KG
BANCO DI SICILIA S.P.A. 0.00 0.00
UNICREDIT BANK AG (*) 18.11 18.11
FINECOBANK S.P.A. 0.00 0.00
UNICREDIT BANCA DI ROM A S.P.A. 0.00 0.00
UNICREDIT BANCA S.P.A. 0.00 0.00
UNICREDIT BANK AUSTRIA AG 2 8 .81 28.81
UNICREDIT CORPORATE BANKING
S.P.A.
100.00 100.00 ATS 36,336.00
99.67 99.67 EUR 6,240,000.00
0.00 0.00
UNICREDIT FAM ILY FINANCING
BANK S.P.A. 0.00 0.00
UNICREDIT M EDIOCREDITO
CENTRALE S.P.A. 0.00 0.00
UNICREDIT PRIVATE BANKING
S.P.A. 0.00 0.00
UNICREDIT REAL ESTATE SOCIETÀ
CONSORTILE PER AZIONI
0.00
0.00
EUR 5,708,933.00

NAME
REGISTERED
OFFICE
COUNTRY
ACTIVITY COMPANY OWNING THE INTEREST
- 165 -
% SHARE OF
EQUITY
UNICREDIT S.P.A. 53.07 53,07
% OF VOTING
RIGHTS
UNIMANAGEMENT S.R.L. 0.00 0.00
SHARE CAPITAL
DIR. IND. DIR. IND. CURRENCY SHARE CAPITAL
UNICREDIT CAIB POLAND S.A. POLAND FINANCIAL UNICREDIT CAIB AG 100.00 100.00 PLN 532,153,466.00
UNICREDIT CAIB SECURITIES UK LTD. UNITED KINGDOM FINANCIAL
BROKERAGE UNICREDIT CAIB AG 100.00 100.00 GBP 2,000,000.00
UNICREDIT DELAW ARE INC U.S.A. COM M ERCIAL
PAPER ISSUE UNICREDIT S.P.A. 100.00 100.00 USD 1,000.00
UNICREDIT FACTO RING S.P.A. ITALY FACTO RING
UNICREDIT CORPORATE BANKING
S.P.A.
100.00 100.00 EUR 114,518,475.48
UNICREDIT GLOBAL INFORM ATION
SERVICES SOCIETA CONSORTILE PER
AZIONI
ITALY
INFORM ATION
SERVICES
BANCO DI SICILIA S.P.A.
UNICREDIT BANK AG (*)
0.00
24.72
0.00
24.72
EUR 237,523,160.00
FINECO CREDIT S.P.A. 0.00 0.00
FAM ILY CREDIT NETW O RK S.P.A. 0.00 0.00
FINECOBANK S.P.A. 0.00 0.00
PIONEER ALTERNATIVE
INVESTM ENT M ANAGEM ENT SGR
S.P.A.
PIONEER INVESTM ENT
M ANAGEM ENT SOC. DI GESTIONE
DEL RISPARM IO PER AZIONE
0.00 0.00
0.00 0.00
S+R INVESTIMENTI E GESTIONI
(S.G.R.) S.P.A.
0.00 0.00
UNICREDIT AUDIT SO CIETÀ
CONSORTILE PER AZIONI
0.00 0.00
UNICREDIT BANCA DI ROM A S.P.A. 0.00 0.00
UNICREDIT BANCA S.P.A. 0.00 0.00
UNICREDIT BANCASSURANCE
MANAGEMENT & ADM INISTRATION
SOCIETÀ CONSORTILE A
RESPONSABILITÀ LIMITATA
0.00 0.00
UNICREDIT BANK AUSTRIA AG 1 0 .02 10.02
UNICREDIT BUSINESS PARTNER
SOCIETÀ CONSORTILE PER AZIONI
0.00
0.00

NAME
REGISTERED
OFFICE
COUNTRY
UNICREDIT GLOBAL LEASING EXPORT
GMBH AUSTRIA LEASING
ACTIVITY COMPANY OWNING THE INTEREST
UNICREDIT CORPORATE BANKING
S.P.A.
- 166 -
% SHARE OF
EQUITY
% OF VOTING
RIGHTS
SHARE CAPITAL
DIR. IND. DIR. IND. CURRENCY SHARE CAPITAL
0.00 0.00
UNICREDIT FACTO RING S.P.A. 0.00 0.00
UNICREDIT FAM ILY FINANCING
BANK S.P.A. 0.00 0.00
UNICREDIT M EDIOCREDITO
CENTRALE S.P.A.
UNICREDIT PRIVATE BANKING
S.P.A.
0.00 0.00
0.00 0.00
UNICREDIT REAL ESTATE SOCIETÀ
CONSORTILE PER AZIONI 0.00 0.00
UNICREDIT S.P.A. 65.26 65.26
UNIMANAGEMENT S.R.L. 0.00 0.00
UNICREDIT GLOBAL LEASING
PARTICIPATION MANAGEMENT
GMBH
100.00 100.00 EUR 36,336.42
UNICREDIT LEASING (AUSTRIA) GMBH AUSTRIA LEASING UNICREDIT LEASING S.P.A. 99.98 100.00 EUR 17,296,134.00
UNICREDIT LEASING AD BULGARIA LEASING
UNICREDIT LEASING CORPORATION IFN
S.A. ROM ANIA LEASING
UNICREDIT BULBANK AD 24.37 24.37
UNICREDIT LEASING S.P.A. 25.36 25.36
HVB LEASING OOD 40.22 40.22
UNICREDIT GLOBAL LEASING
VERSICHERUNGSSERIVCE GM BH
10.05
10.05
UNICREDIT LEASING S.P.A. 80.00 80.00
UNICREDIT TIRIAC BANK S.A.
20.00
20.00
BGN 2,605,000.00
RON 17,380,280.00
UNICREDIT LEASING CROATIA D.O.O. ZA
LEASING CROATIA LEASING UNICREDIT LEASING S.P.A. 100.00 100.00 HRK 8,741,800.00
UNICREDIT LEASING CZ, A.S. CZECH REPUBLIC LEASING UNICREDIT LEASING S.P.A. 100.00 100.00 CZK 226,000,000.00
UNICREDIT LEASING GM BH GERMANY LEASING UNICREDT BANK AG (*) 100.00 100.00 EUR 15,000,000.00
UNICREDIT LEASING S.P.A. ITALY LEASING
UNICREDIT LEASING SLOVAKIA A.S. SLOVAKIA LEASING
UNICREDIT BANK AUSTRIA AG 31.01 31.01
UNICREDIT S.P.A. 68.99 68.99
UNICREDIT BANK SLOVAKIA AS 19.90 19.90
UNICREDIT LEASING CZ, A.S. 8.80 8.80
UNICREDIT LEASING S.P.A.
71.30
71.30
EUR 410,131,062.00
SKK 26,560,000.00
UNICREDIT LEASING TOB UKRAINE LEASING UNICREDIT LEASING S.P.A. 100.00 100.00 UAH 5,046,981.60

NAME
REGISTERED
OFFICE
COUNTRY
UNICREDIT LEASING, LEASING, D.O.O. SLOVENIA LEASING
ACTIVITY COMPANY OWNING THE INTEREST
- 167 -
% SHARE OF
EQUITY
% OF VOTING
RIGHTS
UNICREDIT BANKA SLOVENIJA D.D. 3.63 3.63
UNICREDIT LEASING S.P.A.
SHARE CAPITAL
DIR. IND. DIR. IND. CURRENCY SHARE CAPITAL
96.37
96.37
EUR 4,102,253.00
UNICREDIT LUXEM BO URG FINANCE SA LUXEM BOURG BONDS UNICREDIT INTERNATIONAL BANK
(LUXEM BOURG) S.A. 100.00 100.00 EUR 350,000.00
UNICREDIT M ERCHANT S.P.A. ITALY M ERCHANT BANK UNICREDIT S.P.A. 100.00 100.00 EUR 10,000,000.00
UNICREDIT REAL ESTATE SOCIETÀ
CONSORTILE PER AZIONI
ITALY REAL ESTATE
ASPRA FINANCE S.P.A. 0.00 0.00
BANCO DI SICILIA S.P.A. 0.00 0.00
FINECO CREDIT S.P.A. 0.00 0.00
FINECOBANK S.P.A. 0.00 0.00
PIONEER INVESTM ENT
M ANAGEM ENT SOC. DI GESTIONE
DEL RISPARM IO PER AZIONI
0.00 0.00
S+R INVESTIMENTI E GESTIONI
(S.G.R.) S.P.A. 0.00 0.00
SOFIPA SOCIETÀ DI GESTIONE DEL
RISPARM IO (SGR) S.P.A. 0.00 0.00
UNICREDIT AUDIT SO CIETÀ
CONSORTILE PER AZIONI 0.00 0.00
UNICREDIT BANCA DI ROM A S.P.A. 0.00 0.00
UNICREDIT BANCA S.P.A. 0.00 0.00
UNICREDIT BANCASSURANCE
MANAGEMENT & ADM INISTRATION
SOCIETÀ CONSORTILE A
RESPONSABILITÀ LIMITATA
0.00 0.00
UNICREDIT BUSINESS PARTNER
SOCIETÀ CONSORTILE PER AZIONI 0.00 0.00
UNICREDIT CORPORATE BANKING
S.P.A. 0.00 0.00
UNICREDIT FACTO RING S.P.A. 0.00 0.00
UNICREDIT FAM ILY FINANCING
BANK S.P.A. 0.00 0.00
UNICREDIT GLOBAL INFORM ATION
SERVICES SOCIETÀ CONSORTILE
PER AZIONI
0.00
0.00
EUR 1,045,000,000.00

NAME
REGISTERED
OFFICE
COUNTRY
ACTIVITY COMPANY OWNING THE INTEREST
- 168 -
% SHARE OF
EQUITY
% OF VOTING
RIGHTS
UNICREDIT M EDIOCREDITO
CENTRALE S.P.A. 0.00 0.00
UNICREDIT PRIVATE BANKING
S.P.A.
SHARE CAPITAL
DIR. IND. DIR. IND. CURRENCY SHARE CAPITAL
0.00 0.00
UNICREDIT S.P.A. 100.00 100.00
UNICREDT BANK AG (*) 0.00 0.00
UNIMANAGEMENT S.R.L.
UNICREDIT SECURITIES INTERNATIONAL
FINANCIAL
CYPRUS AI BETEILIGUNG GM BH 100.00 100.00 EUR 1,881,000.00
LIMITED BROKERAGE
UNICREDITO ITALIANO CAPITAL TRUST I U.S.A. FINANCIAL (TRUST) UNICREDIT S.P.A. 100.00 100.00 EUR 1,000.00
UNICREDITO ITALIANO CAPITAL TRUST I U.S.A. FINANCIAL (TRUST) UNICREDIT S.P.A. 100.00 100.00 USD 1,000.00
UNICREDITO ITALIANO CAPITAL TRUST I U.S.A. FINANCIAL (TRUST)
UNICREDITO ITALIANO CAPITAL TRUST
IV U.S.A. FINANCIAL (TRUST)
UNICREDITO ITALIANO FUNDING LLC I U.S.A.
UNICREDITO ITALIANO FUNDING LLC I U.S.A.
UNICREDITO ITALIANO FUNDING LLC I U.S.A.
UNICREDITO ITALIANO FUNDING LLC IV U.S.A.
FINANCIAL (ISSUE
OF FINANCIAL
DEBT
INSTRUM ENTS)
FINANCIAL (ISSUE
OF FINANCIAL
DEBT
INSTRUM ENTS)
FINANCIAL (ISSUE
OF FINANCIAL
DEBT
INSTRUM ENTS)
FINANCIAL (ISSUE
OF FINANCIAL
DEBT
INSTRUM ENTS)
(*) NEW NAM E OF BAYERISCHE HYPO UND VEREINSBANK AG FROM 1 2 .15.2009
List of the main subsidiaries not forming part of the Banking Group
NAME
0.00
UNICREDITO ITALIANO FUNDING
LLC I 100.00 100.00 EUR 1,000.00
UNICREDITO ITALIANO FUNDING
LLC IV 100.00 100.00 GBP 1,000.00
UNICREDIT S.P.A. 100.00 100.00 EUR 2,000.00
UNICREDIT S.P.A. 100.00 100.00 USD 2,000.00
UNICREDIT S.P.A. 100.00 100.00 EUR 1,000.00
UNICREDIT S.P.A. 100.00 100.00 GBP 1,000.00
REGISTERED
% SHARE OF
ACTIVITY COMPANY OWNING THE INTEREST
OFFICE EQUITY
0.00
% OF VOTING
RIGHTS
SHARE CAPITAL

ARGENTAURUS IMMOBILIEN-
VERM IETUNGS- UND VERW ALTUNGS
GMBH
COUNTRY DIR. IND. DIR. IND. CURRE
NCY
- 169 -
SHARE
CAPITAL
GERMANY REAL ESTATE HVB PROJEKT GM BH 100.00 100.00 EUR 511,300.00
ARTIST M ARKETING ENTERTAINM ENT
EVENT
AUSTRIA M Y BETEILIGUNGS GM BH 100.00 100.00 EUR 50,000.00
GMBH ORGANISATION
AW T INTERNATIONAL TRADE AG AUSTRIA
INTERNATIONAL
GOODS TRADING
UNICREDIT BANK AUSTRIA AG 100.00 100.00 EUR 100,000.00
BA-CA INFRASTRUCTURE FINANCE
ADVISORY GM BH
AUSTRIA
MANAGEMENT
CONSULTANCY
ZETA FUNF HANDELS GM BH 100.00 100.00 EUR 36,336.42
BA-CA W IEN M ITTE HO LDING GM BH AUSTRIA HOLDING
COM PANY UNICREDIT BANK AUSTRIA AG 100.00 100.00 EUR 35,000.00
BV GRUNDSTUCKSENTW ICKLUNGS-
GMBH & CO. VERW ALTUNGS-KG GERMANY REAL ESTATE UNICREDIT BANK AG (*) 100.00 100.00 EUR 1,000,000.00
CALG IMMOBILIEN LEASING GM BH AUSTRIA LEASING CALG ANLAG EN LEASING GM BH 99.80 100.00 EUR 254,354.92
CEAKSCH VERW ALTUNGS GM BH AUSTRIA
ADM INISTRATIVE
SERVICES
CHRISTOPH REISEGGER
GESELLSCHAFT M .B.H. AUSTRIA REAL ESTATE
BA-CA M ARKETS & INVESTM ENTS
BETEILIGUNG
LASSALLESTRASSE BAU-,
PLANUNGS-, ERRICHTUNGS- UND
VERW ERTUNGSGESELLSCHAFT
M.B.H.
100.00 100.00 EUR 35,000.00
100.00 100.00 EUR 36,336.42
MC MARKETING GM BH AUSTRIA EVENT
ORGANISATION UNICREDIT BANK AUSTRIA AG 100.00 100.00 EUR 300,000.00
MC RETAIL G M BH AUSTRIA GOODS TRADING MC MARKETING GM BH 100.00 100.00 EUR 35,000.00
M Y BETEILIGUNGS GM BH AUSTRIA HOLDING
COM PANY UNICREDIT BANK AUSTRIA AG 100.00 100.00 EUR 35,000.00
TERRENO GRUNDSTUCKSVERW ALTUNG
GMBH & CO. ENTW ICKLUNGS- UND
FINANZIERUNGSVERM ITTLUNGS-KG
GERMANY REAL ESTATE HVB TECTA GM BH 75.00 75.00 EUR 920,400.00
UNIVERSALE INTERNATIONAL
REALITATEN G M BH AUSTRIA REAL ESTATE UNICREDIT BANK AUSTRIA AG 100.00 100.00 EUR 32,715,000.00
ZETA FUNF HANDELS GM BH AUSTRIA HOLDING
COM PANY UNICREDIT BANK AUSTRIA AG 100.00 100.00 EUR 35,000.00
(*) NEW NAM E OF BAYERISCHE HYPO UND VEREINSBANK AG FROM 1 2 .15.2009

8. PROPERTY, PLANT AND EQUIPMENT
8.1. Fixed assets and intangible assets
For information on fixed assets and intangible assets and the relative quantification, refer to the
First Section, Chapter 5, Paragraph 5.2.1. which details the main investments carried out by the
Group in the last three financial years and the first nine months of 2009.
• Tangible assets: breakdown of assets valued at cost
The information regarding tangible assets as at September 30, 2009 and December 31, 2008,
2007 and 2006 is shown below, valued at cost.
( millions of €)
Tangible
assets
Valued at cost % change
09.30.2009 12.31.2008 12.31.2007 12.31.2006 2009/2008 2008/2007 2007/2006
A.
Instrumental
assets
1.1 owned 8,870 9,122 8,911 7,489 -2.8% 2.4% 19.0%
a) land 1,878 2,237 2,351 1,342 -16.0% -4.8% 75.2%
b) buildings 4,043 4,369 4,395 3,158 -7.5% -0.6% 39.2%
c) furniture 266 287 281 180 -7.3% 2.1% 56.1%
d) electronic
systems
753 814 559 463 -7.5% 45.6% 20.7%
e) other 1 1,930 1,415 1,325 2,346 36.4% 6.8% -43.5%
1.2 acquired
under
financial
lease
161 138 103 103 16.7% 34.0% 0%
a) land 3 3 11 11 0% -72.7% 0%
b) buildings 49 50 74 74 -2.0% -32.4% 0%
c) furniture - 2 1 1 -100.0% 100.0% 0%
d) electronic
systems
3 7 2 1 -57.1% 250.0% 100.0%
e) other 106 76 15 16 39.5% 406.7% -6.3%
Total A 9,031 9,260 9,014 7,592 -2.5% 2.7% 18.7%
B. Assets held
for
investment
2.1 owned 1,514 1,368 1,399 1,023 10.7% -2.2% 36.8%
a) land 611 631 585 412 -3.2% 7.9% 42.0%
b) buildings 903 737 814 611 22.5% 9.5% 33.2%
2.2 acquired
under
financial
lease
- - - - -
a) land - - - - - - -
b) buildings - - - - - - -
c) other - - - - - - -
Total B 1,514 1,368 1,399 1,023 10.7% -2.2% 36.8%
Total (A+B) 10,545 10,628 10,413 8,615 -0.8% 2.1% 20.9%
1
As at December 12, 2007, ongoing leasing transactions were reclassified under the item loans to customers as a result of
instructions from the Bank of Italy.
- 170 -

• Tangible assets: breakdown of assets valued at fair value
The information regarding tangible assets as at September 30, 2009 and December 31, 2008,
2007 and 2006 is shown below, valued at fair value.
( millions of €)
Tangible
assets
Valued at fair value or revalued % change
09.30.2009 12.31.2008 12.31.2007 12.31.2006 2009/2008 2008/2007 2007/2006
A.
Instrumental
assets
1.1 owned - - - - - - -
a) land - - - - - - -
b) buildings - - - - - - -
c) furniture - - - - - - -
d) electronic
systems
- - - - - - -
e) other - - - - - - -
1.2 acquired
under
financial
lease
- - - - - - -
a) land - - - - - -
b) buildings - - - - - - -
c) furniture - - - - - - -
d) electronic
systems
- - - - - - -
e) other - - - - - - -
Total A - - - - - - -
B. Assets held
for
investment
2.1 owned 1,260 1,307 1,458 - -3.6% -10.4% n.a.
a) land 294 315 331 - -6.7% -4.8% n.a.
b) buildings 966 992 1,127 - -2.6% -12.0% n.a.
2.2 acquired
under
financial
lease
- - - - -
a) land - - - - - n.a.
b) buildings - - - - - n.a.
c) other - - - - - n.a.
Total B 1,260 1,307 1,458 - -3.6% -10.4% n.a.
Total (A+B) 1,260 1,307 1,458 - -3.6% -10.4% n.a.
Pursuant to the provisions of the reference accounting standards, since 2007, following the consolidation of Euro-Immoprofil,
the Group has used the model of recalculation of value for the valuation of real estate investments connected with liabilities
which recognise a return linked to the fair value of said investments.
- 171 -

On December 30, 2008, the contribution from UniCredit Real Estate, a company wholly
controlled by UniCredit, to a closed end mutual real estate investment fund was completed,
under Italian law and reserved for qualified investors, known as “Omicron Plus Immobiliare”
and managed by Fimit, regarding a portfolio of 72 properties. The value of shares received
stood at €323 million net of indebtedness contracted (value of the property contribution equal
to €799 million determined on the basis of the valuation carried out by a Real Estate Advisory
Group independent expert). As at December 31, 2008, 62% of the shares in question were
subscribed by institutional investors (amounting to €200 million), while the remaining 38%
(totalling €123 million) were retained by the Group. The sale of shares resulted in a capital
gain as at December 31, 2008, after deduction of taxes, of €280 million, with a positive impact
of approximately 5 basis points on the Group’s Core Tier 1 Ratio. In the third quarter of 2009,
URE completed the sale, to qualified investors, of shares held in the Fondo Omicron Plus
(Omicron Plus Fund) and in particular, on September 30, 2009, UniCredit Real Estate
concluded the sale of 3,200 of said shares to a company affiliated to GIC Real Estate (“GIC
RE”), a real estate branch of the Government of Singapore Investment Corporation, for a total
amount of €78 million. The sale of shares to GIC RE allowed UniCredit Real Estate to
complete the sale of all shares held in the Omicron Plus Fund following the contribution in
December 2008, with a capital gain of €163 million in 2009 (of which roughly €131 million in
the third quarter of 2009) after deduction of taxes and transaction costs, which added to the
€280 million already incurred in 2008. In addition, within the framework of the transaction, on
September 30, 2009, UniCredit Real Estate contributed an additional portfolio, composed of
179 instrumental properties for a total value of roughly €527 million, in respect of which new
shares were issued for which it was expected that placement could be made with qualified
investors identified by Fimit by the first half of 2010. The properties subject of the second
contribution will be leased entirely to Group companies via 18-year leasing contracts,
renewable for a further 6 years, with characteristics as such that allow the required flexibility in
management of the Group's commercial network.
Finally, again in line with the objectives of rationalisation of the Group’s real estate assets, on
September 29, 2009, an additional transaction was completed by UniCredit Real Estate which
transferred a real estate portfolio held by the Group to a closed-end real estate fund reserved to
qualified investors, called the Fondo Core Nord Ovest and managed by REAM. UniCredit Real
Estate subsequently sold the majority of the shares issued in respect of aforementioned
contribution to qualified investors identified by REAM. With reference to said operations, the
portfolio subject of the contribution is composed of 13 valuable historical buildings with a total
contribution value of €574 million, whose purchase was 60% financed by a pool of banks. The
fund will have a life of 15 years. The majority of the properties transferred to the fund will be
subject to leasing contracts in favour of the Group with a term, according to the specific
requirements of said Group, of 6 or 18 years, renewable for a further 6, with characteristics as
such that allow the Group the required flexibility in management of its commercial network.
The transfer of the majority of shares to qualified investors identified by REAM, including the
Fondazione Cassa di Risparmio di Torino and other shareholder banking foundations of
REAM, generated a capital gain of €110 million relative to the share transferred in the third
quarter of 2009, after deduction of taxes and transaction costs.
Intangible assets: breakdown by type of asset
- 172 -

The information regarding intangible assets as at September 30, 2009 and December 31, 2008,
2007 and 2006 is shown below, broken down by asset type.
( millions of €)
Valued at cost
09.30.2009 12.31.2008 12.31.2007 1
Intangible
assets Limited
duration
12.31.2006
Unlimited
duration
Limited Unlimited
duration duration
Limited Unlimited
duration duration
Limited
duration Unlimited
duration
A.1
Goodwill
20,381 20,889 20,342 9,908
A.1.1
attributable
to the Group
20,381 20,889 20,342 9,908
A.1.2
attributable
to minority
shareholders
- - - -
A.2 Other
intangible
assets:
4,196 1,063 4,515 1,078 4,879 1,050 2,602 826
A.2.1
Assets
valued at
cost:
4,196 1,063 4,515 1,078 4,879 1,050 2,602 826
a)
Intangible
assets
generated
internally
370 - 392 - 345 - 322 -
b) Other
assets
3,826 1063 4,123 1,078 4,534 1,050 2,280 826
c)
Intangible
assets
subject to
leasing
- - - - - - - -
A.2.2
Assets
valued at
fair value:
- - - - - - - -
a)
Intangibl
e assets
generated
internally
- - - - - - - -
b) Other
assets
- - - - - - - -
c)
Intangibl
e assets
subject to
leasing
- - - - - - - -
Total 4,196 21,444 4,515 21,967 4,879 21,392 2,602 10,734
1 The values as at December 31, 2007 differ from those published in the consolidated financial statements as at December 31, 2007
due to the effects of the completion of the PPA.
- 173 -

• Properties
Properties in Italy
The following table shows the main properties (IAS value as at September 30, 2009 above €20
million), owned by UniCredit Real Estate as at September 30, 2009.
Municipality Address Use Net IAS value
as at 09/30/09
Rome 1 Via Minghetti 2/3/4 Functional 124.1
Rome 1 Via del Corso 307 - Palazzo De Carolis Functional 98.6
Rome 1 Via di San Paolo alla Regola Functional 83.2
Rome 1 Via del Corso 320 Functional 78.4
Rome Largo a. Fochetti - Via Padre Semeria 1/23 Functional 62.1
Palermo Via Ruggetto Settimo 24/a
Functional 55.0
Piazzale Ungheria
Palermo Via Di Stefano - Via G.B. Guccia Functional 51.0
Bologna Via del Lavoro 42 Functional 41.5
Rome Via delle Muratte 78 Investment 23.2
Genoa 1 Piazza de Ferrari 3/r - Salita S. Matteo Functional 28.2
Rome Largo F. Anzani 13 - Via Parboni 20 Functional 28.4
Rome Largo F. Anzani 3 Investment 27.5
Verona Via Monte Bianco 18/20/22/24 Functional 25.8
Rome Via Piemonte 51/51a
Functional 26.4
Via Sallustiana 56 (Palazzine d)
Palermo 1 Via Roma 183 Functional 24.6
Rome Via Veneto 74-76 Functional 23.2
Rome Via Manduria 48
Functional 22.4
Via Molfetta 101/103
Bologna 1 Via Marsala 47 Functional 22.7
Rome 1 Via del Corso 270 - Palazzo Mancini Functional 82.3
Rome V.co Barberini 34 Investment 21.8
Rome Via Affile 102 Investment 52.1
1 Property of historical-artistic interest subject to restriction pursuant to Legislative Decree 42 of. January 22, 2004
There are no mortgages on the aforementioned properties.
Properties abroad
The following table shows the main real estate (IAS value as at September 30, 2009 above €20
million), owned by UniCredit Group as at September 30, 2009.
( millions of €)
Municipality Address Company Use Net IAS value
Munich Arabellastr. 10, 12/Denninger
Str. 23
- 174 -
HVZ GmbH & Co.
Objekt KG
as at 09/30/08
Functional 157.3
Vienna Lassallestraße 5 Lassallestraße Bau-, Functional 140.3
Vienna Schottengasse 6-8
Planungs-, Errichtungsund
Verwertungsgesellschaft
m.b.H.
Bank Austria A.G. Functional 73.8
Munich Arabellastr. 14 Hypo-Bank
Verwaltungszentrum
GmbH & Co. KG
Munich Kardinal-Faulh.-Str.
1/Prannerstr. 2,4 Salvatorstr.
11,13
Objekt Arabellastraße
HVB Gesellschaft für
Gebäude mbH & Co.
KG
Functional 71.3
Functional 70.3

Vienna Donau-City Wed Donau - City
GMBH
Gebze/Kocaeli Hacıhalil Mah.Atatürk
Cad.Özdil Apt. No:28 41400
Levent
Beşiktaş/İstanbul
Yapı ve Kredi Bankası A.Ş.
Büyükdere Cad. 34330
- 175 -
Yapi VE Kredi Bankasi
A.Ş.
Yapi VE Kredi Bankasi
A.Ş.
Üsküdar İstanbul Kuşbakışı Sok. No:18 Yapi VE Kredi Bankasi
A.Ş.
Vienna Lassallestraße 1 Eurolease Ramses
Immobilien Leasing
Gesellschaft M.B.H. &
Budapest HQ 1054. Budapest, Szabadság
tér 5-6.
CO OEG
UniCredit Bank
Hungary ZRT.
Functional 60.5
Functional 49.9 1
Functional 47.6 1
Functional 45.3 1
Functional 48.8
Functional 47.0
Vienna Renngasse 2 Bank Austria A.G. Functional 44.6
Munich Am Eisbach 4 Salvatorplatz-
Grundstücksgesellschaft
mbH & Co. oHG
Verwaltungszentrum
Munich KF 12,14/Maffeistraße 6,8,14 HVB Gesellschaft für
Gebäude mbH & Co.
Munich Am Tucherpark 1, Sederanger
5 (ERB)
KG
Salvatorplatz-
Grundstücksgesellschaft
mbH & Co. oHG
Verwaltungszentrum
Functional 42.0
Functional 41.3
Functional 40.5
Umag Umag Istraturist d.d. Umag Functional 35.0
Munich Sederanger 4-6 Salvatorplatz-
Grundstücksgesellschaft
Functional 31.0
Umag-Katoro Katoro
mbH & Co. oHG
Verwaltungszentrum
Istraturist d.d. Umag Functional 30.3 2
Warsaw UL. Grzybowska 53/57 Bank Pekao S.A. Functional 21.0
Hamburg Nagelsweg 49 (5045) Bayerische Hypo - Und
Vereinsbank AG
Functional 46.4
Munich Grillparzerstr. H.F.S. Leasingfonds Investment 77.7
Cottbus Spreegalerie
Deutschland 1 GMBH
& CO. KG
Argentaurus GmbH Investment 72.9
Linz-Leonding Bäckerfeld 1 Joha Gebaude -
Errichtungs-Und
Vermietungsgesellschaft
MBH
Berlin Parkkolonnaden Haus 3 ACIS Parkkolonnaden
KG
Munich Messezentrum MOC Verwaltungs
GMBH & CO.
Immobilien KG
Investment 53.6
Investment 49.8
Investment 48.6

Schwalbach Schwalbach H.F.S. Leasingfonds
Deutschland 7 GMBH
Berlin Lichtenberg, Judith-Auer-
Straße 4
- 176 -
& CO. KG
Universale International
Realitaten GMBH
London Lower Thames Street Blue Capital Europa
Immobilien GMBH &
Berlin Oberbaum City Haus 3 / Turm ACIS Oberbaum City
KG
CO
Investment 46.3
Investment 30.3
Investment 29.7
Investment 29.4
Zagreb Nova Ves 17 Centar Kaptol d.o.o. Investment 24.5
1 The value is consolidated in proportion to the shareholders’ equity of the individual companies that own the property
2
Said property encumbered by a mortgage with a value of €2.6 million in favour of HBOR - Croatian Bank for research and
development
The main properties owned by Euro-ImmoProfil (Group real estate fund) as at September 30,
2009 are shown below, valued at fair value.
( millions of €)
Municipality
Offenbach-Kaiserlei
Stuttgart
Munich
Leipzig
Essen
Hannover
Address
Strahlenberger Str. 11, 13, 15, 17
Hauffstr. 5 Am Neckartor 22
Albrechstr. 14, Hilblestr. 54
Prager Str. 118 - 136
Theodor-Althoff-Str. 1
Hildesheimer Str.265,267 Peiner Str. 2 -
Use
Investment
Investment
Investment
Investment
Investment
Investment
Net IAS value as at
09/30/08
149.6
62.4
59.2
54.0
51.8
43.5
8 “Timon Carree”
Frankfurt/M Lyoner Str. 20 Investment 39.8
Erfurt Steigerstraße 24 Investment 36.3
Stuttgart Rotebühlstr. 121 Investment 35.2
Schwerin Am Packhof 2-6 Investment 35.0
Staines 79/87 Kingston Road Investment 33.9
Wiesbaden Kreuzberger Ring 17, 17a, 17b, 19 Investment 33.7
Erbenheim
Frankfurt/M Baseler Str. 46-48 Gutleutstr. 80-82 Investment 31.7
Heidelberg Vangerowstr. 18, 20 Investment 30.4
Munich Thomas-Dehler-Str.27 Putzbrunner Str. Investment 28.2
69
Freiburg Fahnenbergplatz 4 Investment 27.1
Hamburg Friedrich-Ebert-Damm 111 Investment 26.3
Meerbusch-Osterath Am Mollsfeld 1-14 Investment 26.2
Munich Marienplatz 26 Investment 23.1
Neuss Im Taubental 16,18 Forumstr.
Investment 20.5
20,22,24,26
Köln Bonner Str. 172-176 Sechtemer Str. 1 Investment 20.5
There are no mortgages on said properties.
8.2. Environmental problems
As at the date of the Prospectus, also taking into consideration the activities carried out by the
UniCredit Group, there were no environmental problems as such to significantly affect the use
of tangible fixed assets.

9. REPORT ON THE OPERATIONAL AND FINANCIAL SITUATION
Introduction
The balance sheet, income statement and financial data as at December 31, 2007 and December
31, 2008 have been drawn up based on the data obtained from the UniCredit Group
Consolidated Financial Statements as at December 31, 2008, subject to auditing by the External
Auditors.
The consolidated balance sheet, income statement and financial data of the UniCredit Group for
the year ended as at December 31, 2006, shown in the tables below, have been drawn up based
on the data obtained from the Consolidated Financial Statements as at December 31, 2006,
subject to auditing by the External Auditors.
The balance sheet, income statement and financial data as at September 30, 2009 and the
income statement data as at September 30, 2008, used in this Chapter for comparative
purposes, have been taken from the Consolidated Interim Report as at September 30, 2009,
provided in the Appendix to the Prospectus and available on the internet site
www.unicreditgroup.eu. The Condensed Financial Statements as at September 30, 2009 were
subject to a limited audit by the External Auditors, which issued their report on November 25,
2009.
The financial statements as at December 31, 2008, 2007 and 2006, drawn up based on the
IAS/IFRS, according to the provisions of the Bank of Italy Instructions set forth in Circular no.
262 of December 22, 2005 and subsequent amendments and integrations, can be viewed in full
at the headquarters of the Issuer and on the internet site www.unicreditgroup.eu.
The data as at December 31, 2007 were extracted from the Consolidated Financial Statements
closed as at December 31, 2008 as, following the completion of PPA activities, mainly linked
to the aggregation with the Capitalia Group, several amounts in the balance sheet as at
December 31, 2007 were recalculated, regarding the fair value of the assets and liabilities
acquired. Therefore, the data as at December 31, 2007 were not subject to auditing. The method
for restating this data and the disclosure set forth in the Notes to the Financial Statements as
regards the changes made were examined by the External Auditors for the purpose of
expressing their opinion on the Consolidated Financial Statements as at December 31, 2008, as
reported in the report issued on April 9, 2009.
The income statement data as at September 30, 2008 have been taken from the Consolidated
Interim Report as at September 30, 2009, as it represents the latest expression of the PPA
activities linked to the aggregation with the Capitalia Group. Therefore, the data as at
September 30, 2008 used for the purposes of the Prospectus were not subject to auditing.
However, the methods for restating this data, as regards the changes made, were examined by
the External Auditors for the purpose of the limited audit of the Consolidated Condensed
Financial Statements as at September 30, 2009 and included in the Consolidated Interim Report
as at that date. The Consolidated Condensed Financial Statements as at September 30, 2008,
drawn up for the purposes of the “Prospectus regarding the offer in option to shareholders and
the admission to listing on the Electronic Stock Market organised and managed by Borsa
Italiana S.p.A., on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and on the
Warsaw Stock Exchange (Gielda Papierów Wartościowych w Warszawie SA) of 972,225,376
ordinary shares of UniCredit S.p.A.” dated December 23, 2008, and attached to said
- 177 -

prospectus, were subject to limited audit by the External Auditors, which issued their report on
December 18, 2008.
Factors influencing the Group’s results
Macroeconomic scenario
The first few months of 2009 were characterised by the continued sharp contraction in demand,
which had marked the last few months of 2008, when all major economies were hit by a
collapse in international demand.
At the same time, the most recent data suggests that the world economy is showing signs which
could be a prelude to a phase of economic recovery. Asian countries were the first to show
relative signs of improvement, but also the Eurozone (where the Group is primarily active) and
the United States showed relative signs of growth. However, the uncertainties that continue to
affect the recovery and its sustainability suggest caution in interpreting the current economic
trend.
After a decrease of 2.5% quarter over quarter in Q1 2009, in Q2 the drop in GDP in the
Eurozone stopped at -0.2% quarter over quarter, due mainly to French and German data that
recorded economic growth.
In September 2009, the European Central Bank published a forecast of 0.2% growth in GDP in
2010. Leaving rates unchanged, the European Central Bank emphasised that the extraordinary
measures must remain in force because the real economy and the markets are still fragile.
Positive signs from Western countries, and especially the revival of German orders (in
particular, of investment assets), seem to be reflected also in some countries of Central and
Eastern Europe (CEE). Industrial productions and exports of some CEE countries showed signs
of relative improvement during summer 2009. Furthermore, the decrease in imports tends to
significantly reduce pressure on the balance of trade, one of the most vulnerable elements in
these countries.
Banking Scenario
The first signs which could be a prelude to economic recovery in recent months have not
resulted in increases in bank lending, which has continued to slow down. In fact, in recent
months, the annualised growth of loans to the private sector in the Eurozone further slowed its
pace, dropping to +0.1% in August 2009 (the growth rate of loans to the private sector was
+5.8% in December 2008). The sharp decline in loans to non-financial corporations was the
main contributor to driving down growth in bank lending, while loans to households showed
signs of stabilisation.
Bank deposit growth in recent months has mainly been the result of steady growth in current
account deposits driven by a demand effect (which is linked to the prevalence of a high level of
risk aversion by households), and by a supply effect by banks (which are offering products
which meet customers’ current propensity).
More specifically, current account deposits rose year over year in Germany, Austria and Italy,
the main countries where the Group operates. On the other hand, the total deposit growth rate
varied in the three main countries of operation, showing growth in Italy, and a gradual
- 178 -

slowdown in both German and, more significantly, in Austria. The differences are largely
attributable to time deposit performance in Germany and, more generally, the performance of
deposits other than current account deposits in Austria, which showed a downturn over the last
12 months. Finally, in Italy bank bonds continued to grow at a pace in line with the general
growth in deposits.
In recent months, the reduction in bank rates has also continued, although only to a partial
extent and with differences between the three main countries of operation (Germany, Austria
and Italy). To be specific, the decline in rates on bank loans still appears to be less sharp in
Germany than in Austria and, especially, in Italy. As a result, in Germany bank spreads (the
difference between lending and deposit rates) continued to rise. On the other hand, there was a
particularly sharp reduction in bank spreads in Austria and in Italy, where the spread between
the average lending rate and average deposit rate was at a ten-year low.
With regard to CEE countries, at the beginning of 2009 the banking sector, which was under
pressure due to slow volume growth and, to a greater extent, due to the deterioration in credit
quality, showed some positive signs. In H1 2009, all banking sectors in CEE countries reported
profits (due to stable income and a significant reduction in costs), with the exception of the
Baltic countries (specifically Latvia), Ukraine and Kazakhstan. In these three areas, the ratio of
loans made to deposits is significantly higher than 100%, and thus, these systems are depending
on foreign funding.
Financial Markets
In 2009, stock markets showed a relative recovery on the previous year’s performance,
accompanied by a relative improvement in stock prices and financial sector ratios.
In the same period, the mutual fund market also showed signs of recovery, but at a much
slower growth rate. Net inflows of funds were positive in August 2009, amounting to €5.7
billion in Germany and €0.4 billion in Austria. In Italy from January to September 2009, there
was a net outflow of funds of €7.6 billion.
The conditions and context illustrated above underlie the factors which may have the greatest
impact on the UniCredit Group’s profit from current operations. Specifically:
• Loans and Receivables
The turmoil in the credit market has affected the global banking system since the second
half of 2007, contributing to a sharp slowing of the world economy. This macroeconomic
scenario has entailed the slowdown in the performance of bank lending, and has resulted in
a reduction in typical volumes which could affect the performance of the Group in terms of
its net interest income.
• Write-downs of loans
The current macroeconomic scenario has also resulted in an increase in the cost of credit
risk, a decrease in asset values as well as higher costs deriving from write-downs and
depreciation of some assets, combined with a decrease in profitability. Although the Group
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has an adequate level of portfolio diversification, it is nevertheless exposed to risks if loan
counterparties become insolvent and, as a result, the Group is required to increase its levels
of provisions. Difficulties could also arise in debt collection, specifically as a result of the
current economic trend, also due to the values of assets provided as security proving lower
than the current and/or initial appraisals.
• Deposits
The Group funds its operations through deposits from customers, the issue of bonds, the
interbank deposit market and the securitisation of its own credit. The macroeconomic
conditions in place from Q4 2007 had direct effects on deposit growth. Though the Group
benefits from a level of diversification of its extensive deposit base both in terms of type of
product offered as well as geographic area, it is subject to these trends, with a resulting
impact on the cost of money and thus, on net interest income.
� Interest Rate Fluctuations
The results are influenced by the trend and fluctuation in interest rates in Europe and in the
other markets where the Group operates. Specifically, income from banking and funding
depends on the management of sensitivity to interest rate exposure. Without suitable
instruments for protection, any misalignment between interest income and interest expense
could significantly impact the financial position and operating income.
� Exchange Rate Fluctuations
A significant portion of UniCredit Group business is done in currencies other than the
Euro, predominantly in the legal tender of CEE states and in United States Dollars. The
Group is therefore exposed to risks connected with fluctuations in exchange rates and with
the money market. Since the financial statements and interim reporting are prepared in
Euro, the necessary currency conversions are made in accordance with the applicable
accounting standards. Any negative change in exchange rates could thus have effects on the
Group’s performance.
� Performance of the Financial Markets
Group results depend significantly on the performance of the financial markets. In
particular, volatility and the unfavourable performance of financial markets affect: (i) the
flows from the placement of savings under management and administration products with
the resulting impact on the levels of placement fees earned; (ii) management fees, by virtue
of the lower value of the assets and due to redemptions caused by unsatisfactory
performance; (iii) operations by the Group’s Market structures, with particular reference to
placement and brokerage of financial instruments; and (iv) the results of the banking
portfolio and of the trading portfolio.
The recent evolution of the financial markets – in particular, most recently, the changed
economic framework that characterised the sovereign debt of Greece and Spain and the
indebtedness of an important economic-financial operator in Dubai are expected to have a
negative impact on revenues deriving from trading and Group operations in capital markets
in Q4 of 2009 and Q1 of 2010.
Main Changes in the Scope of Consolidation from 2006 to 2009
The main changes in the scope of the UniCredit Group over the three-year period 2006-2009
are reported below. The balance sheet, income statement and financial information presented in
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this Chapter refer to these changes. In general, the changes in question refer to the effects
deriving from integration with the HVB Group, carried out in 2005, the merger with the
Capitalia Group and the expansion of the Group, specifically in Central and Eastern European
countries. In particular:
• 2006
• 2007
• 2008
• 2009
- Disposal of Splitska Banka, Uniriscossioni, 2S Banca and Banque Monegasque de
Gestion.
- Merger of Capitalia into UniCredit.
- Acquisition, through foreign subsidiaries, of Planethome AG, Wealth Management
Capital Holding GMBH, Aton Group, and ATF Group.
- Disposal of Indexchange, HVB Payments & Services GMBH, LocatRent, and FMS
Bank.
- Acquisition of the Ukrsotsbank Group.
- The 46 minor companies already controlled in 2007 but not consolidated (25 from
the HVB Group and 21 from the BA Group) enter the Group. Their weight on the
total consolidated assets is insignificant.
- Exit of the Bank BPH Group (following the integration of certain operations into
the Pekao Group), the Czech bank Hypostavebni Sporitelna AS, as well as Fimit
and Communication Valley, part of the former Capitalia Group.
- Changes in the scope of consolidation that occurred between December 2008 and
September 2009 refer to thirteen newly included companies in the Bank Austria
sub-group, ten in the HVB sub-group (including Redstone Mortgages Plc) and an
additional two companies whose overall weight on total consolidated assets is
insignificant.
The financial information reported below must be read in conjunction with that reported in
Chapters 10 and 20 of the Prospectus.
In light of the above, it is noted that the comparability of the data set forth below could be
limited, as it is influenced by the economic, equity and financial effects of the operations
described above and, in particular, by the merger with the Capitalia Group, carried out on
October 1, 2007. To this end, for comparative purposes, the Notes to the Consolidated
Financial Statements as at December 31, 2008 include a reclassified income statement as at
December 31, 2007 comprising the Capitalia Group for the entire year, despite the fact that the
aggregation was completed on October 1, 2007.
9.1. Financial Situation
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For information on the financial situation of the Issuer and its Group, refer to the more detailed
explanation in Chapters 3 and 10 of the Prospectus. For the consolidated accounts of the
UniCredit Group as at December 31, 2008, refer to the subsequent Chapter 20.
9.2. Operational Situation
This Section reports the main elements of operations of the UniCredit Group in the last three
financial years and in the period ended as at September 30, 2009. For the development of
operations from January 1, 2009 – September 30, 2009, refer to the subsequent Chapter 20 for
more detailed information.
9.2.1. Overview of Operations
In recent years, the UniCredit Group has recorded substantial growth and changes in
its area of operations. The primary operating events occurred in 2005, at the end of the
year, with the integration with the HVB Group, which operates in Germany as well as
in Austria and in the CEE countries, and in 2007, with the integration with the
Capitalia Group which resulted in substantial growth especially in Italy. This
development impacted the operating dynamics of the Group, refining the structure of
the initial business segments, which increased from four initial segments (Retail,
Corporate, Private Banking & Asset Management and New Europe) to the current six
segments (Retail, Private Banking, Asset Management, Corporate & Investment
Banking, Poland’s Markets and Central-Eastern Europe). In particular, the Group’s
segments developed as follows, as a result of the operational logics adopted, also in
light of the specific national and international macroeconomic scenarios:
• 2005 (prior to the integration with HVB):
− Retail
− Corporate
− Private Banking & Asset Management
− New Europe
• 2006
− Retail
− Corporate
− Markets & Investment Banking
− Private Banking & Asset Management
− Poland’s Markets
− Central Eastern Europe
• 2007-2008
− Retail
− Corporate
− Markets & Investment Banking
− Private Banking
− Asset Management
− Poland’s Markets
− Central Eastern Europe
- 182 -

• 2009
− Retail
− Corporate & Investment Banking
− Private Banking
− Asset Management
− Poland’s Markets
− Central Eastern Europe
As illustrated in the previous Section, the current business sectors were determined
based on the current operating dynamics of the Group, different from the divisional
approach adopted until December 31, 2008. Specifically, during 2009, also as a result
of the changed international economic and financial environment, the UniCredit
Group had to rethink its business model, and in particular the model targeting
companies. The main result of this change was the combination and consequent
reorganisation of the previous Corporate and Markets & Investment Banking business
segments into the new CIB business segment, with the strategic goal of streamlining
the governance structure of the various businesses in this area and centralising the
related skills.
In the rest of this Chapter, the illustration of performance by business segment until
December 31, 2008 will refer to the divisional structure adopted until that date. With
reference to the subsequent period, meaning until September 30, 2009, and the
information as at September 30, 2008 restated for such purpose (in compliance with
the accounting standards adopted), comments will be provided on the business
segments based on their current configuration.
The following provides comments on the main operating events of the UniCredit
Group for the period 2006-2009. These comments are based on the reclassified
balance sheets and income statements of the UniCredit Group. The reconciliation of
these accounts is shown at the end of this Chapter.
The Group closed the first nine months of 2009 with a net profit €1,331 million, down
by 62.0% compared to the same period of 2008.
Analysing the operating profit in detail, in the net profit attributable to the Group for
the first nine months of 2009 amounted to €9,608 million, up by 16.3% on the figure
as at September 30, 2008. This was offset by an increase of €3,873 million in net
write-downs on loans and provisions for guarantees and commitments, as a result of
the deterioration of the macroeconomic scenario which continued to produce effects
on asset quality. The income statement of the CIB segment (which became operational
during 2009) for the first nine months of 2009 shows a contribution to revenues of
€7,790 million, an increase of 44.9% compared to the €5,376 million in the same
period of the previous year, on a like-for-like basis for the business segment. Taking
into account the performance of operating costs, which amounted to €2,477 million, a
decrease of 4.8%, the business segment achieved operating profit of €5,313 million,
compared to operating profit €2,774 million in the first nine months of 2008. In
- 183 -

analysing the contributions by business segment, as opposed to the positive
performance of CIB and CEE (+91.5% and +15% on operating profit, respectively)
the other business segments recorded a downturn in their profitability due to the
economic difficulties which affected the first few months of 2009. In this area, it is
worth noting the drop in the Retail segment, where operating profit decreased by 27%,
due to a decrease of 13.9% in operating income associated with a contraction of 6.8%
in operating costs; for Asset Management operating profit decreased by 64.1% as a
result of the substantial decrease of 39.6% in the commission component due to the
drop in average assets under management (€61 billion, equal to a drop of 27%).
Net loans to customers as at September 30, 2009, amounting to €565.5 billion,
decreased by 7.7% compared to December 2008. Specifically, the contraction
involved the business segments Retail -6.1% and CIB -8.2%, which were both
affected by the market scenario resulting from the economic crisis which in some
cases required the adoption of a more selective approach in new disbursements.
Customer deposits and securities totalled €590 billion, substantially in line with
December 31, 2008 (-0.2%).
Profit for the year ended as at December 31, 2008 was heavily influenced by the
economic crisis which had a highly substantial impact over the year. At the end of the
year, the Group recorded net profit of €4,012 million, down by 38.3% compared to the
same period of 2007 (with a like-for-like scope of consolidation, meaning including
Capitalia for the entire 12 months of the year) and 32% net of the economic effect of
PPA relating to the merger with Capitalia. Operating profit decreased by 24%, but was
in line with the previous years if the Markets & Investment Banking and Asset
Management business segments are excluded. Profit before tax reported a reduction of
48.1% compared to 2007, on a like-for-like basis, meaning including Capitalia for the
entire twelve months of 2007, partly attributable to the trend in write-downs of loans
and guarantees and commitments, and partly to the impairment of some amounts of
goodwill recorded. With reference to write-downs of loans, the total increase of
€1,232 million (on a like-for-like basis) is particularly linked to the business segments
Markets & Investment Banking (€718 million), Corporate (€510 million) and CEE
(€326 million), partially offset by write-backs attributed to the Parent Company and
other Group companies. As regards goodwill, as at December 31, 2008, as a result of
impairment testing, the Group recorded impairment losses on ATF and JSC
Ukrsotsbank for a total of €750 million. Operating costs for the period in question
amounted to a total of €16,692 million, in line with the figure recorded for the year
ended as at December 31, 2007 (on a like-for-like basis). This result derives from the
combination of actions aimed at increasing organisational efficiency on the one hand
and, on the other, several development initiatives implemented, above all in the CEE
business segment. Staff expenses increased limited to 2.6% in relation to the smaller
variable component of compensation, by virtue of the total results of the Group, which
fell short of the targets.
With regard to December 31, 2008, as described in the Notes to the Financial
Statements, in compliance with the amendments to IAS 39 and IFRS 7 approved by
the International Accounting Standards Board (IASB) in October 2008, the Group
reclassified some financial assets which met certain conditions, and which were no
- 184 -

longer intended for trading due to the effects of reduced liquidity and the lasting
turbulence on the financial markets (the latter qualifies as a “rare circumstance”), for a
total of €19,042 million. Specifically, as at December 31, 2008 €18,894 million (fair
value €16,458 million) was reclassified to loans, of which 96% was originally
classified under Held for Trading Financial Assets, while the remainder, amounting to
€148 million (fair value €137 million) was reclassified to “Financial Assets Held to
Maturity”. These reclassifications had a positive impact of €2,365 million on profit
before tax as at December 31, 2008 (deriving from unrecognised valuation losses of
€2,287 million, and higher interest income of €162 million net of greater write-downs
of loans of €85 million).
The table below details the assets reclassified based on the amendment to the
Accounting Principle IAS 39 remaining as at September 30, 2009.
(in millions of €) 09.30.2009
Effect of reclassifications deriving from amendments
to IAS 39 and IFRS 7
- 185 -
Notional
value
Carrying
amount
Fair
value
Gains/losses not
recognised in
FY 2009 due to
reclassification
(pre-tax)
Gains/losses not
recognised due
to
reclassification
(pre-tax)
Financial assets reclassified from “Held for trading
financial assets” to “Loans and Receivables” 22,456 21,468 19,877 549 (1,530)
- Structured credit products 8,470 7,761 6,156 (147) (1,489)
- Other debt securities reclassified in 2008 5,596 5,323 5,291 572 (165)
- Other debt securities reclassified in first half 2009 8,390 8,384 8,430 124 124
Financial assets reclassified from “Held for Trading
Financial Assets” to “Financial Assets Held to Maturity” 133 147 139 1 (3)
Financial assets reclassified from “Available-for-Sale
Financial Assets” to “Loans and Receivables” 775 757 743 (10) 1 (10) 1
- Other debt securities reclassified in 2008 577 584 579 (2) (2)
- Structured credit products reclassified in first half
2009 198 173 164 (8) (8)
TOTAL 23,364 22,372 20,759 540 (1,543)
- of which financial assets reclassified in first half
2009 8,588 8,558 8,594 115 116
1
Amount pertaining to revaluation reserve instead of Income Statement
As at December 31, 2008, the following equity investments held under available-forsale
assets were written down: London Stock Exchange for €308 million, Banco de
Sabadell S.A. for €182 million and Babcock and Brown for €124 million. Writedowns
of €252 million were also made to loans linked to the default of Iceland banks,
equal to 88% of the nominal exposure, and adjustments and write-downs of €244
million were also recorded linked to the Lehman Brothers, of which €139 million
relating to unguaranteed exposures to Lehman (equal to 86% of the exposure) and
of€105 million to a loan granted to Lehman Brothers and guaranteed by securities
from another counterparty (equal to 42% of the nominal exposure). Lastly, with regard
to equity data, in 2008 the Group recorded growth in net loans to customers, for 6.5%
(+ 3.2% net of the reclassification of part of the financial assets classified as “held for
trading”). The largest driver of this trend was, again, the CEE business segment,
which grew by a total of over 26.8%. Customer deposits, excluding securities, were
substantially at the levels of the previous year.

In the financial year ended as at December 31, 2007 the Group was committed in
several areas. Growth was achieved both through internal lines, through actions aimed
at strengthening relations with customers, and at increasing the efficiency of structures
and processes, and through external lines in the markets of operation (in October,
through the merger with Capitalia, in December with the finalisation of the acquisition
of ATF in Kazakhstan). The consolidated yearly results as at December 31, 2007
included the contribution of Capitalia only for the fourth quarter. Net profit amounted
to €5,901 million, an increase of 8.3% on 2006, though in the presence of €1,174
million in integration costs, essentially relating to the merger with Capitalia, in
addition to provisions for risks and charges of €622 million, which were significantly
balanced, on the whole, by net profit from investments of €1,533 million, including
€603 million realised through the disposal of interest in Mediobanca. Despite the
complexity of the actions implemented and the difficult market situation, the Group’s
operating profit reached €11,807 million, an increase of 11.9% on the previous period,
not considering the contribution of Capitalia. The improvement can be attributed to
both the growth in revenues and the continued cost containment measures. Almost all
business segments contributed significantly to the increase in operating profit, with the
exception of the Markets & Investment Banking business segment, which from Q3
2007 was affected by the turbulence in the financial markets caused by the subprime
mortgage crisis in the United States. Net loans to customers as at December 31, 2007,
amounting to €575 billion, increased over the year by about 30%, including Capitalia.
Net of Capitalia, the stock of loans to customers amounted to €476 billion, +7.8% on
the previous year. The growth in loans was particularly high in the business segments
Corporate (+30% before the effects of PPA as a result of the operation with Capitalia)
and CEE (+31%, with sharp growth in Turkey, Russia and Hungary). Important
contributions were also provided by the leasing (+25% net of Capitalia) and consumer
credit (+25.7% net of Capitalia) product companies, while the trend in mortgages was
more or less in line with the previous year. Customer deposits (excluding securities)
including Capitalia totalled €390 billion, an increase of 36% on the previous year. Net
of Capitalia, the stock of customer deposits amounted to €328 billion, up 14% on the
previous year: also in this case, the Corporate business segment showed significant
growth (+20%), in addition to the Retail segment (+10%).
During the year ended as at December 31, 2006, the necessary reorganisation
processes for the purpose of integration, including operational integration, with all the
entities in the HVB Group acquired at the end of the previous year. Net profit
amounted to €5,448 million, while operating profit reached €10,206 million. Nonrecurring
items, with net profit from investments (€1,184 million) provided a positive
contribution to the achievement of these results, more than offsetting the provisions
for risks and charges (€473 million) and the costs for integration with the HVB Group
(€465 million). All business segments contributed positively to the operating profit,
with significant growth in the CEE area. These results can be attributed to greater
oversight of the more mature markets (Italy, Germany, Austria) and growth in the
emerging markets of CEE countries. As at December 31, 2006 net loans to customers
amounted to €441 billion, up on the previous period, specifically due to the growth in
CEE countries and in Italy. Customer deposits (excluding securities) stood at €288
- 186 -

illion, an increase of approximately 7% on the previous year, with significant growth
in the CEE area and Italy, also in this case.
9.2.2. Analysis of the Group’s Equity and Financial Performance
(in millions of €)
Shareholders equity attributable to
the Group
09.30.2009 12.31.2008* 12.31.2007* 12.31.2006
Group: capital
Share premium
Reserves
Valuation reserves
Treasury shares
Profit for the period
8,390
36,582
14,335
(1,331)
(7)
1,331
6,684
34,070
11,979
(1,740)
(6)
4,012
6,683
33,708
10,316
1,445
(363)
5,901
5,219
17,628
8,091
2,444
(362)
5,448
Shareholders equity attributable to
59,300 54,999 57,690 38,468
the Group
Minorities: Capital 372 498 934 841
Share premium and Reserves 2,636 2,352 3,015 2,697
Valuation reserves (169) (125) 78 57
Treasury shares (0,3) (0,3) (0,2) (0,5)
Profit for the period 269 517 717 680
Minority interests 3,108 3,242 4,744 4,275
* The amounts as at December 31, 2008 and 2007 differ from those published in the Financial Statements as at December 31, 2008 due
to the reclassification of the exchange differences relating to net foreign investments (subsidiaries, associates or joint ventures)
Shareholders’ equity attributable to the Group as at September 30, 2009 was €59,300
million, an increase of €4,301 million compared to December 31, 2008, mainly due to
the capital strengthening assets amounting to a total of €2,839 million, which are
added to the profit for the period. The valuation reserves increased by €409 million, as
a result of the increases in available-for-sale reserves (€859 million) and the cash flow
hedge reserve (€225 million), partially offset by the decrease in other reserves linked
to changes in exchange rates.
The valuation reserves refer mainly to:
− available-for-sale reserves or reserves determined based on changes in the
fair value of financial instruments recorded under available-for-sale assets;
− cash flow hedge reserves, or an expression of the changes in fair value of
the effective portion of cash flow hedging instruments;
− exchange rate fluctuation reserve, substantially deriving from the
conversion into Euro, upon consolidation, of financial statements of foreign
subsidiaries with functional currencies other than the Euro; and
− other reserves mainly linked to revaluation recorded as a result of specific
laws.
The total negative amount of €1,331 million includes the negative effect of the
valuation of available-for-sale instruments for €107 million and exchange rate
fluctuation reserve for €2,013 million, as well as the positive effect of the hedging of
future cash flows for €512 million and revaluation reserves for €277 million.
The abovementioned strengthening of capital originated from the operations resolved
by the UniCredit Board of Directors on October 5, 2008, specifically regarding:
- 187 -

− a capital increase against payment for a total amount of €3 billion, through the
issuance of new ordinary shares offered as an option to shareholders. Taking into
account the market scenario, in order to ensure a good outcome for the capital
increase, it was linked to the placement of equity-linked instruments convertible
into UniCredit shares (known as CASHES).
− the proposal to the Shareholders’ Meeting called to approve the 2008 Financial
Statements to pay a dividend in the form of allocation of new UniCredit shares
(scrip dividend).
As a result of the abovementioned operations, the share capital of UniCredit as at
September 30, 2009 has increased by €1,705 million, and the share premium reserve
by €2,511 million, for a total increase of €4,216 million, including €1,219 million
deriving from the use of non-distributable profits from 2009.
At the end of 2008 total shareholders equity’ attributable to the Group stood at
€54,999 million, a decrease of €2,691 million compared to the previous period. This
decrease was the result of the difference in net profit, as well as the distribution of
dividends to shareholders of €3,443 million and the decrease in reserves of €3,608
million. The decrease in reserves, in turn, was due to the decrease of €3,185 in
valuation reserves. This resulted from the lower value of available-for-sale assets,
down by €2,536 million, from the negative effects of exchange rate differences and net
foreign investments of €1,649 million, partially offset by €1,000 million due to the
effect of cash flow hedges. Furthermore, as at December 31, 2008 there was a
significant reduction in treasury shares held, which decreased from €363 million as at
December 31, 2007 to €6 million as a result of the sale, through several transactions in
December 2008, of 170,357,899 treasury shares, for a total amount of €288 million.
Total shareholders’ equity attributable to the Group as at December 31, 2007
amounted to €57,690 million, an increase of €19,222 million on the previous period,
including €17,541 million primarily linked to the share capital increase as a result of
the integration with the Capitalia Group. Valuation reserves decreased from €2,444
million as at December 31, 2006 to €1,445 million at the end of 2007, mainly due to
the disposals carried out during the period.
As at December 31, 2007 the valuation reserves included the effect of the valuation of
available-for-sale instruments for €1,570 million, the negative effect of hedging of
future cash flows for €-713 million, and other reserves for €587 million, of which
€310 million relate to exchange rate differences on net foreign investments.
During 2006 the Group’s shareholders’ equity increased by €3,269 million, mainly as
a result of the profit for the period, net of dividends distributed. The valuation reserves
included the balance of the valuation of available-for-sale instruments for €2,655
million, the negative effect of hedging of future cash flows for €490 million and other
positive reserves for €279 million.
The trend in Regulatory Capital of the UniCredit Group from December 2006 to
September 2009 is shown below.
(in millions of €) % Change
- 188 -

REGULATORY CAPITAL 09.30.2009 12.31.2008 1 12.31.2007 2
A Tier 1 Capital before prudential
filters
B. Tier 1 Capital prudential filters
B.1 Positive IAS/IFRS
prudential filters (+)
B.2 Negative IAS/IFRS
prudential filters (-)
C. Tier 1 Capital gross of items to
be deducted (A+B)
D. Items to be deducted from Tier
1 Capital
E. Total TIER 1 Capital (C+D)
F. Tier 2 Capital before prudential
filters
41,933
(994)
-
(994)
40,939
2,388
38,551
38,080
(1,453)
-
(1,453)
36,627
1,784
34,843
36,022
(166)
-
(166)
35,856
-1,055
34,801
12.31.2006
29,385
-
-
-
29,385
29,385
2009/2008
10.1%
-31.6%
n.a.
-31.6%
11.8%
33.9%
10.6%
2008/2007
5.7%
n.s.
n.a.
n.s.
2.2%
69.1%
0.1%
2007/2006
22.6%
n.a.
n.a.
n.a.
22.0%
n.a.
18.4%
G.
G.1
G.2
H.
I.
L.
M.
Tier 2 Capital prudential
filters
Positive IAS/IFRS
prudential filters (+)
Negative IAS/IFRS
prudential filters (-)
Tier 2 Capital gross of items to
be deducted (F+G)
Items to be deducted from
Tier 2 Capital
Total TIER 2 Capital (H+I)
Items to be deducted from
20,286
(113)
-
(133)
20,153
2,124
18,029
21,962
-
-
-
21,962
1,784
20,178
23,264
(908)
-
(908)
22,356
1,055
21,301
18,717
(1,156)
-
(1,156)
17,561
-
17,561
-7.6%
n.a.
n.a.
n.a.
-8.2%
19.1%
-10.7%
-5.6%
-100.0%
n.a.
-100.0%
-1.8%
69.1%
-5.3%
24.3%
-21.5%
n.a.
-21.5%
27.3%
n.s
21.3%
N.
O.
P.
Total Tier 1 and Tier 2
Capital
Regulatory Capital (E+L+M)
TIER 3 Capital
Regulatory Capital including
TIER 3 Capital (N+O)
1,117
55,463
-
55,463
1,068
53,953
591
54,544
1,075
55,027
301
55,328
2,616
44,330
-
44,330
4.6%
2.8%
-100.0%
1.7%
-0.7%
-2.0%
96.3%
-1.4%
-58.9%
24.1%
n.a.
24.8%
1
Data recalculated following the changes in capital.
2
For determining the various levels and total of Regulatory Capital, starting from December 31, 2007 there were some changes in the determination and
identification of the single aggregates. Although these levels of Regulatory Capital keep the same names even with reference to December 31, 2006, it
is noted that over the years the various aggregates have been determined in line with the specific regulations and the clarifications provided by the
supervisory authorities applicable at that date.
The performance of risk weighted assets is illustrated below. Following the
introduction of Basel II regulations, the information below is presented based on the
regulations applicable at each balance sheet date. As a result, the data as at December
31, 2007 and December 31, 2006 are illustrated in the same table (drawn up according
to Basel I) and the following table illustrates the information as at December 31, 2008
and September 30, 2009 (Basel II).
(in millions of €) % Change
RISK WEIGHTED ASSETS AND CAPITAL
REQUIREMENTS 12.31.2007 12.31.2006 2007/2006
Risk weighted assets
Credit risk 519,199 396,391 31.0%
Non-derivative financial assets 448,939 344,266 30.4%
Exposures (other than equities and other
subordinated assets) to or guaranteed by: 364,492 274,937 32.6%
1.1 Governments or Central Banks 67 3,145 -97.9%
1.2 Public entities 1,759 1,807 -2.7%
1.3 Banks 11,001 10,456 5.2%
1.4 Other issuers (other than residential and nonresidential
mortgages) 351,664 259,529 35.5%
Residential mortgages 51,534 34,990 47.3%
Non-residential mortgages 7,075 8,643 -18.1%
Shares, equity investments and subordinated assets 9,617 12,687 -24.2%
Other non-derivative financial assets 16,221 13,009 24.7%
Off-balance sheet assets 70,260 52,125 34.8%
Guarantees and commitments to or guaranteed by: 69,838 51,327 36.1%
1.1 Governments or Central Banks 22 11 100.0%
1.2 Public entities 306 148 106.8%
1.3 Banks 4,028 2,291 75.8%
1.4 Other issuers 65,482 48,877 34.0%
Derivative contracts to or guarantees by: 422 797 -47.1%
2.1 Governments or Central Banks - - n.a.
2.2 Public entities - - n.a.
2.3 Banks 294 320 -8.1%
2.4 Other issuers 128 478 -73.2%
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Regulatory Capital Requirements
Credit risk 41,536 31,711 31.0%
Market risk 2,374 1,641 44.7%
Standardised Approach 1,811 1,382 31.0%
1.1 position risk on debt securities 741 361 105.3%
1.2 position risk on equities 174 67 159.7%
1.3 exchange rate risk 26 201 -87.1%
1.4 other risks 871 753 15.7%
Internal Models 563 259 117.4%
Other prudential requirements 738 431 71.2%
Total prudential requirements 44,648 33,783 32.2%
Risk weighted assets and capital ratios
Risk weighted assets 558,106 422,291 32.2%
Tier 1 Capital/Risk Weighted Assets (Tier 1
Ratio) 6.24 6.96 72 b.p.
Regulatory Capital/Risk Weighted Assets (Total
Capital Ratio) 9.91 10.50 59 b.p.
The changes during 2007 can be primarily attributed to the consolidation of the
Capitalia Group.
As referred to above, starting from January 1, 2008 the “New Regulations for the
Prudential Supervision of Banks” (Bank of Italy Circular no. 263 of December 27,
2006 and subsequent updates) entered into force, which implemented Directives
2006/48/EC (Directive of the European Parliament and of the Council of June 14,
2006 relating to the taking up and pursuit of the business of credit institutions) and
2006/49/EC (Directive of the European Parliament and of the Council of June 14,
2006 on the capital adequacy of investment firms and credit institutions), setting forth
the new prudential regulations for banks and banking groups in implementation of
Basel II. Pursuant to said regulations, the data as at December 31, 2008 are shown in
the table below:
(in millions of €) 09.30.2009 12.31.2008
Capital adequacy
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Non
weighted
amounts
Weighted
amounts/
requirements
Non weighted
amounts
Weighted
amounts/
requirements
A. Risk weighted assets
A.1 Credit and counterparty risk
1. Standardised Approach 493,801 219,777 632,101 269,519
2. Approach based on internal ratings
2.1 Basic Approach 2,315 466 - -
2.2 Advanced 539,532 173,675 518,250 170,500
3. Securitisations 63,776 10,354 74,188 10,294
B. Regulatory Capital Requirements
B.1 Credit and counterparty risk 32,342 36,025
B.2 Market risk
1. Standardised Approach 200 283
2. Internal Models 751 1,335
3. Concentration risk - -
B.3 Operational risk - -
1. Basic Indicator Approach 270 269
2. Standardised Approach 1,213 1,375
3. Advanced Approach 1,968 1,715
B.4 Other prudential requirements - -
B.5 Total prudential requirements 36,743 41,003
C. Risk weighted assets and capital ratios
C.1 Risk weighted assets 459,287 512,532
C.2 Tier 1 Capital/Risk Weighted Assets (Tier 1 Ratio) 8.39 6.80
C.3 Regulatory Capital including Tier 3/Risk Weighted Assets
(Total Capital Ratio) 12.08 10.64
Comparing the regulatory capital requirements as at December 31, 2008 with
September 30, 2009, it is clear that the capital requirements for credit and
counterparty risk decreased by 10.2%, from €36,025 million to €32,342 million, while

capital requirements for market risk decreased by -41.2%, from €1,618 million to
€951 million. The new supervisory regulations introduced capital requirements for
operational risk: nonetheless, the total capital requirements decreased by 10.4%
compared to December 31, 2008, from €41,003 million to €36,743 million. As a
result, the Regulatory Capital amounted to €55,463 million (compared to €53,953 as
at December 31, 2008), and the Total Capital Ratio equalled 12.08%, an increase of
144 basis points compared to the ratio in December 2008 (10.64%).
As at September 30, 2009 the Tier 1 Ratio increased compared to December 2008
(8.39% compared to 6.80%). The Total Capital Ratio also increased by 144 basis
points, of which 85 basis points deriving from the capital increase.
During 2007 the Tier 1 Ratio decreased due to the merger with Capitalia which had a
Tier 1 Ratio lower than that of the UniCredit Group, as well as to the effects of the
acquisition of ATF and the exercise of the right to withdrawal by several shareholders
of Capitalia.
As indicated in the Introduction to this Chapter 9, the Group’s performance in the last
few years, and specifically up to 2008, was characterised by growth in size, with
effects emerging both in terms of asset volumes and the income statements of the
various years. Summarising the information previously covered, the income statement
for the year ended as at December 31, 2007 includes the results of the former Capitalia
Group for Q4, following the merger of Capitalia into UniCredit, which occurred on
October 1, 2007.
Balance Sheet Data as at September 30, 2009, December 31, 2008, 2007 and 2006
Balance sheet items 09.30.2009 12.31.2008 12.31.2007 12.31.2006
10. Cash and cash equivalents 6,442 7,653 11,073 5,681
20. Held for trading financial assets 145,519 204,890 202,343 191,594
30. Financial assets designated at fair value 14,523 15,636 15,352 15,933
40. Available-for-sale financial assets 35,037 28,700 30,959 29,358
50. Financial assets held to maturity 14,057 16,883 11,732 10,752
60. Loans to banks 97,288 80,827 100,012 83,715
70. Loans to customers 565,457 612,480 575,063 441,320
80. Hedging derivatives
Value adjustments to financial assets
12,223 7,051 2,513 3,010
90. subject to macro-hedging (+/-) 2,219 1,660 (71) 228
100. Equity investments 3,781 4,003 4,186 3,086
110. Technical reserves borne by reinsurers - - - -
120. Property, plant and equipment 11,805 11,935 11,871 8,615
130. Intangible assets
of which:
25,640 26,482 26,271 13,336
- goodwill 20,381 20,889 20,342 9,908
140. Tax assets 12,323 12,392 11,548 7,746
a) current 2,108 1,928 3,730 988
b) prepaid
Non-current assets and disposal groups
10,215 10,464 7,818 6,758
150. classified as held for sale 590 1,030 6,374 573
160. Other assets 10,805 13,990 12,609 8,337
Total assets 957,709 1,045,612 1,021,835 823,284
Liabilities and shareholders equity
items 09.30.2009 12.31.2008 12.31.2007 12.31.2006
10. Deposits from banks 124,112 177,677 160,601 145,683
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20. Customer deposits 381,746 388,831 390,400 287,978
30. Securities in issue 208,358 202,459 239,839 207,276
40. Held for trading financial liabilities 128,668 165,335 113,656 103,980
50.
60.
Financial assets liabilities designated at
fair value
Hedging derivatives
1,647
10,275
1,659
7,751
1,967
5,569
1,731
4,070
70.
80.
Value adjustments to financial liabilities
subject to macro-hedging (+/-)
Tax liabilities
a) current
2,993
6,587
1,853
1,572
8,229
2,827
(625)
7,652
2,690
(363)
6,094
1,515
b) deferred 4,734 5,402 4,962 4,579
90.
100.
110.
120.
Liabilities included in disposal groups
classified as held for sale
Other liabilities
Employee severance indemnity
Provisions for risks and charges
a) pensions and similar obligations
298
20,956
1,339
8,175
4,578
537
23,701
1,415
8,049
4,553
5,026
24,505
1,528
9,105
4,839
97
15,727
1,234
6,872
4,082
b) other provisions 3,596 3,496 4,266 2,790
130. Technical reserves 147 156 178 162
140. Valuation reserves (1,331) (1,740) 1,445 2,444
170. Reserves 14,335 11,979 10,316 8,091
180. Share premium 36,582 34,070 33,708 17,628
190. Capital 8,390 6,684 6,683 5,219
200. Treasury shares (-) (7) (6) (363) (362)
210. Minority interests (+/-) 3,108 3,242 4,744 4,275
220. Profit (loss) for the year (+/-) 1,331 4,012 5,901 5,448
Total liabilities
equity items
and shareholders 957,709 1,045,612 1,021,835 823,284
The amounts as at December 31, 2008 and as at December 31, 2007 differ from those published for effect of the reclassification of the
currency exchange differences relevant to net foreign investments (subsidiaries, affiliates or joint venture) amongst the “currency
exchange differences” of the item 140 “Valuation reserve”. The same currency exchange differences were previously recorded amongst
the other reserves of net profits in item 170 “Reserves”.
Development of Assets and Liabilities
(in millions of €) % Change
Held for trading Financial
assets: product breakdown 09.30.2009 30.09.2008 31.12.2007 31.12.2006 2009/2008 2008/2007 2007/2006
A) Non-derivative financial
assets
1. Debt securities 30,626 54,711 80,971 78,513 -44.0% -32.4% 3.1%
2. Equities 5,802 4,828 19,483 18,938 20.2% -75.2% 2.9%
3. Units in collective
investment undertakings 2,050 2,562 7,843 6,169 -20.0% -67.3% 27.1%
4. Loans 9,067 13,847 27,074 28,904 -34.5% -48.8% 6.3%
5. Impaired assets 1 1 10 5 0 -90.0% 100.0%
6. Assets sold but not
derecognised 10,119 8,403 3,269 1,773 20.4% -157.1% 84.4%
Total (A) 57,665 84,352 138,650 134,302 -31.6% -39.2% 3.2%
B) Derivative instruments
1. Financial derivatives 82,087 101,362 60,575 55,770 -19.0% 67.3% 8.6%
2. Credit derivatives 5,767 19,176 3,118 1,522 -69.9% 515.0% 104.0%
Total (B) 87,854 120,538 63,693 57,292 -27.1% 89.2% 11.2%
Total (A+B) 145,519 204,890 202,343 191,594 -29.0% 1.3% 5.6%
At the end of Q3 2009, the item held for trading financial assets was 29% lower than
the previous year, as a result of a 31.6% reduction in non-derivative financial assets
and a 27.1% reduction in derivatives.
With regard to non-derivative financial assets and specifically debt securities, which
decreased by about €24.1 billion in the first nine months of 2009, it is noted that this
decrease includes the effects of the reclassification, in Q1 of 2009, of financial assets,
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as per the accounting standards applied, which were almost fully comprised of bonds
issued by Governments, public entities, companies and financial institutions (part of
the latter guaranteed) and guaranteed bank bonds (covered bonds and pfandbriefe), for
a total residual carrying value of €8,384 million as at September 30, 2009.
The sharp decrease in derivatives, which can also be seen in trading liabilities, can be
attributed to the fluctuations in market value (for example, regarding interest rates,
exchange rates, equity markets, credit spreads, etc.) which occurred primarily in Q2
and Q3 of 2009.
As at December 31, 2008, the item held for trading financial assets was 1.3% higher
than the previous year, as a result of a 39.2% reduction in non-derivative financial
assets offset by a trend in derivatives which grew by 89.2%. Approximately one-third
of the decrease in non-derivative financial instruments can be attributed to the
reclassification of financial assets comprising non-derivative structured credit
instruments issued by companies and financial institutions. The carrying value of the
reclassified assets as at December 31, 2008, amounted to approximately €18,353
million and was charged to “Financial assets held to maturity” for €148 million and to
“Loans to banks” and “Loans to customers” (for a total of €18,205 million) in
compliance with the amendments to IAS 39, for held for trading financial assets which
were no longer intended for trading due to the effects of reduced liquidity and the
lasting turbulence on the financial markets. During the year, there was also a reduction
of approximately €20 billion in equities and units in collective investment
undertakings, also as a result of the downturn in stock prices and in loans, as a result
of a contraction in operations. The increase in the item derivatives which, in line with
the bank’s methods for managing value-at-risk shows a similar trend to trading
liabilities, is primarily caused by the significant fluctuations in market values (for
example, regarding interest rates, exchange rates, equity markets) which occurred
primarily in Q4 of 2008.
The changes from December 31, 2006 and December 31, 2007 are partially due to the
inclusion of the Capitalia Group in the scope of consolidation. Net of the former
Capitalia Group component, the assets held for trading amounted to €198.7 billion at
the end of 2007. The remaining changes during the year (€7.1 billion) can be
explained by the operations of HVB, to which a share of assets held for trading greater
than 50% of the total can be attributed for all periods considered.
The breakdown of the portfolio of non-derivative held for trading financial assets into
the various categories of debtors/issuers shows that the share relating to banks
remained within 35.1% in 2006 and 41.4% in 2008, while central banks and public
entities rose from 11.1% in 2006 to 29.8% in 2008. The total weight of other issuers
(excluding units in collective investment undertakings) changed from 49.2% in 2006
to 25.8% in 2008.
The derivatives component primarily regards financial derivatives (from 97.3% in
2006 to 84.1% in 2008). The weight of credit derivatives increased from 2.7% to 15.9
% in the same period. The significant increase in credit derivatives – mainly credit
default swaps (CDS) - which is mirrored in the trading liabilities, can substantially be
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attributed to the significant increase in credit spreads recorded in 2008, which
consequently affected the fair value of said CDS.
(in millions of €)
Financial assets designated
at fair value: product
% Change
breakdown
1. Debt securities
2. Equities
09.30.2009
11,329
52
12.31.2008
12,096
63
12.31.2007
12,267
75
12.31.2006
15,484
39
2009/2008
-6.3%
-17.5%
2008/2007
-1.39%
-16.00%
2007/2006
-20.78%
92.31%
3. Units in collective
investment undertakings
4. Loans
5. Impaired assets
Total
536
2,553
53
14,523
597
2,880
-
15,636
395
2,615
-
15,352
410
-
-
15,933
-10.2%
-11.4%
n.a.
-7.1%
51.14%
10.13%
n.a.
1.85%
-3.66%
n.a.
n.a.
-3.65%
As at September 30, 2009 financial assets designated at fair value decreased by a total
of 7.1% compared to December 31, 2008, which was affected by the progressive
reduction in debt securities (€-767 million, equal to 6.3%) and in loans (€-327 million
equal to 11.4%).
As at December 31, 2008 there were no significant changes in this item, either in
terms of breakdown or in terms of issuers. In 2007, loans were granted to governments
and central banks, primarily by HVB, which offset the reduction in debt securities.
Over these years, the portfolio has been mainly comprised of debt securities (78.0% of
the total as at September 30, 2009, a slight increase compared to 77.4% in 2008).
Dividing the aggregate by debtors/issuers, Governments, Central Banks and public
entities continue to maintain significant shares (66.9% in 2006 and 60.3% in 2008),
while the weight of banks increased from 15% in 2006 to 25.4% in 2008. Collective
investment undertakings have remained marginal, though their weight rose from 2.6%
in 2006 to 3.8% in 2008.
(in millions of €) % Change
Available-for-sale financial assets:
product breakdown – total
amounts 09.30.2009 12.31.2008 12.31.2007 12.31.2006 2009/2008 2008/2007 2007/2006
1. Debt securities 27,042 22,060 19,961 16,606 22.6% 10.5% 20.2%
2. Equities 4,283 4,892 8,831 10,219 -12.4% -44.6% -13.6%
3. Units in collective investment
undertakings 1,327 1,271 1,956 2,446 4.4% -35.0% -20.0%
4. Loans 101 102 86 - -1% 18.6% n.a.
5. Impaired assets 696 293 126 6 137.5% 132.5% n.s.
6. Assets sold but not derecognised 1,588 82 - 81 n.s n.a. -100.0%
Total 35,037 28,700 30,960 (*) 29,358 22.1% -7.3% 5.5%
of which: listed 26,208 20,029 19,267 19,811 30.8% 4.0% -2.7%
of which: unlisted 8,829 8,671 11,693 9,547 1.8% -25.8% 22.5%
*The data differ by an amount of €998 million from those published in the previous year due to the reclassification of the equity investment in Mediobanca.
Please see the comment on available-for-sale financial assets: product breakdown.
As at September 30, 2009, total available-for-sale financial assets amounted to €35
billion, an increase of €6.3 billion over December 2008 as a result of the increase in
debt securities following the net acquisitions during the period, partially offset by the
reduction in equities, primarily due to the decline in fair value during the period. As at
September 30, 2009, available-for-sale financial assets consist mainly of debt
securities (of which more than 77% - namely the majority - issued by Governments
and Central Banks) and equities for 12% of the total.
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At the end of 2008, available-for-sale financial assets totalled €28.7 billion, a decline
of €2.3 billion compared to December 2007, as the increase in debt securities was
more than offset by the reduction in equities, primarily related to the decline in fair
value during the period. The change during 2007 is also explained by the increase in
debt securities, the effect of which was partially offset by the reduction in equities,
principally due to the sales during the period (specifically, the equity investments in
Mediobanca and Fiat). During 2008, available-for-sale financial assets were written
down for €904 million, more than 83% of which were write-downs on equities (€751
million) and the remainder on debt securities (€125 million) and units in Collective
Investment Undertakings (€28 million). In 2007, these write-downs were €113
million, 57.8% attributable to equities and Collective Investment Undertakings and the
remainder mainly for debt securities.
In 2008, the equity investment in Mediobanca was reclassified from “Available-forsale
financial assets” to “Equity investments”, consistent with the change in the
governance structure of the investee company. The reclassification was also made for
the balances as at December 31, 2007, in accordance with the accounting standards
applied.
The ratio of listed securities was 74.8% at September 30, 2009, an increase in respect
to December 2008 (69.8%). This ratio was 62.2% as at December 31, 2007 and 67.5%
at December 31, 2006.
The classification by debtor/issuer shows an increase between 2006 and 2008 of stakes
in Governments, Central Banks and public entities, that in 2008 was 46% against
36.6% in 2006. The other aggregates showed modest growth in exposure to banks,
from 16.6% to 19.5%, and a reduction of exposure to other issuers from 38.5% to
29.4%.
(millions of €) % Change
Financial assets held to
maturity: product
breakdown 09.30.2009 12.31.2008 12.31.2007 12.31.2006 2009/2008 2008/2007 2007/2006
1. Debt securities 12,572 15,041 11,000 10,752 -16.4% 36.7% 2.3%
2. Loans - - - - n.a. n.a. n.a
3. Impaired assets - - 17 - n.a. -100% n.a.
4. Assets sold but not
derecognised 1,485 1,842 715 - -19.3% 157.5% n.a.
Total 14,057 16,883 11,732 10,752 -16.7% 43.9% 9.11%
As at September 30, 2009 the mix of financial assets held to maturity did not show
substantial changes, however, these assets declined 16.7% as a result of the
reimbursement at loan maturity of some of the debt securities held by UniCredit.
The increase in 2008 in financial assets held to maturity is partly due to the purchase
of 2.5 billion treasury bonds that were used in funding repurchase agreement
transactions and partly for the reclassification of other portfolios following the change
in the accounting standards applied (€148 million reclassified from “Held for trading
financial assets”),
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In prior years the portfolio total has remained largely constant over time. The largest
portion of the portfolio is in Italian and foreign treasury bonds.
The table below summarises the information on the securities in the portfolio in the
various financial statement classifications divided by type of instrument.
(millions of €) % Change
Securities in portfolio 09.30.2009 12.31.2008 12.31.2007 12.31.2006 2009/2008 2008/2007 2007/2006
Debt securities 109,247 125,598 127,396 122,632 -13.0% -1.4% 3.9%
Held for trading financial assets 30,626 54,711 80,971 78,513 -44.0% -32.4% 3.1%
Financial assets designated at fair value 11,329 12,096 12,267 15,484 -6.3% -1.4% -20.8%
Available-for-sale financial assets 27,041 22,060 19,961 16,606 22.6% 10.5% 20.2%
Financial assets held to maturity 12,572 15,041 11,000 10,752 -16.4% 36.7% 2.3%
Loans to banks 11,221 6,700 825 685 67.5% 712.1% 20.4%
Loans to customers 16,458 14,990 2,372 592 9.8% 532.0% 300.7%
Equities 10,137 9,783 28,389 29,196 3.6% -65.5% -2.8%
Held for trading financial assets 5,802 4,828 19,483 18,938 20.2% -75.2% 2.9%
Financial assets designated at fair value 52 63 75 39 -17.5% -16.0% 92.3%
Available-for-sale financial assets 4,283 4,892 8,831 10,219 -12.4% -44.6% -13.6%
Units in collective investment undertakings 3,913 4,430 10,194 9,026 -11.7% -56.5% 12.9%
Held for trading financial assets 2,050 2,562 7,843 6,169 -20.0% -67.3% 27.1%
Financial assets designated at fair value 536 597 395 411 -10.2% 51.1% -3.7%
Available-for-sale financial assets 1,327 1,271 1,956 2,446 4.4% -35.0% -20.0%
Total securities in portfolio 123,297 139,811 165,97 160,854 -11.8% -15.80% 3.20%
Held for trading financial assets 38,478 62,101 108,297 103,620 -38.0% -42.70% 4.50%
Financial assets designated at fair value 11,917 12,756 12,737 15,934 -6.6% 0.10% -20.10%
Available-for-sale financial assets 32,651 28,223 30,748 29,271 15.7% -8.20% 5.00%
Financial assets held to maturity 12,572 15,041 11,000 10,752 -16.4% 36.70% 2.30%
Loans to banks 11,221 6,700 825 685 67.5% 712.10% 20.40%
Loans to customers 16,458 14,990 2,372 592 9.8% 532.00% 300.70%
The Group’s securities portfolio consists of 1 :
Listed securities 83,131 102,882 124,912 127,091 -19.2% -17.6% -1.7%
Unlisted securities 12,487 15,239 37,869 32,485 -18.1% -59.8% 16.6%
1 The figure does not include loans to banks or loans to customers included in debt securities.
In reference to December 31, 2008, the classification of securities in portfolio broken
down by issuer is reported below. From the table it is evident that debt securities are,
the portfolio results being on a whole, equally distributed among the various types of
issuers, with the exception of trading securities, which consist mainly of securities
issued by banks (42.9% of the total).
Equities are mostly related to “other issuers” and, in particular, to "non-financial
companies" (for 52.1% of equities). Specifically, for trading assets, securities related
to these companies make up 65% of the total.
(millions of €) 12.31.2008
Securities portfolio by issuer
- 196 -
Held for trading
financial assets Other classifications * Total
Debt securities 54,711 70,887 125,598
Governments and Central Banks 14,312 28,597 42,909
Other public entities 1,171 772 1,943
Banks 23,479 19,671 43,150
Other issuers 15,749 21,847 37,596
Equities 4,828 4,955 9,783
Banks 793 962 1,755
Other issuers: 4,035 3,993 8,028
Insurance companies 465 941 1,406
Financial companies 127 1,036 1,163

Non-financial companies 3,138 1,961 5,099
Other companies 305 55 360
Units in Collective Investment Undertakings 2,562 1,868 4,430
Total 62,101 77,710 139,811
* Includes securities classified under financial assets designated at fair value, available-for-sale financial assets, held to maturity
financial assets, loans to banks and loans to customers.
Trading liabilities, whose changes are linked to the related trading asset, are described
in the following table.
(millions of €)
Trading financial
liabilities product
breakdown – total
% Change
amounts 09.30.2009 12.31.2008 12.31.2007 12.31.2006 2009/2008 2008/2007 2007/2006
A. Non-derivative
financial liabilities
1. Deposits from banks 2,229 5,758 13,709 15,956 -61.3% -58.0% -14.1%
2. Deposits from
21,548 23,366 16,564 16,176 -7.8% 41.1% 2.4%
customers
3. Debt securities 14,092 15,766 17,615 13,667 -10.6% -10.5% 28.9%
3.1 Bonds 9,535 11,136 9,419 6,604 -14.4% 18.2% 42.6%
3.2 Other securities 4,557 4,630 8,196 7,063 -1.6% -43.5% 16.0%
Total A 37,868 44,890 47,888 45,799 -15.6% -6.3% 4.6%
B. Derivative
instruments
1. Financial derivatives 84,705 101,521 62,240 56,747 -16.6% 63.1% 9.7%
2. Credit derivatives 6,095 18,924 3,528 1,434 -67.8% 436.4% 146.0%
Total B 90,800 120,445 65,768 58,181 -24.6% 83.1% 13.0%
Total A + B 128,668 165,335 113,656 103,980 -22.2% 45.5% 9.3%
of which: listed 26,686 29,758 24,900 17,183 -10.3% 19.5% 44.9%
of which: unlisted 101,982 135,577 88,756 86,797 -24.8% 52.8% 2.3%
Held for trading financial liabilities include: derivative contracts that are recorded as
hedge instruments, obligations to deliver financial assets for margin transactions,
financial liabilities issued with the intention of repurchasing them in the short-term
and financial liabilities that are part of a portfolio of financial instruments considered
as a unit and for which there is evidence that they are used for trading.
As at September 30, 2009, trading financial liabilities amount to €128,669 million,
down 22.2% compared to the prior year, essentially consistent with the changes in the
corresponding asset item. In the first nine months of 2009 the cash component saw a
sizeable decrease in deposits from banks and, to a lesser extent, in deposits from
customers. The decrease in the derivatives item is essentially due to swings in market
values (for example, due to interest rates, exchange rates, stock markets, credit
spreads, etc.) which occurred primarily in Q2 and Q3 of 2009.
Cash trading liabilities at December 31, 2008 amounted to €44,890 million, a slight
decline from 2007. This decline was most evident in deposits from banks related to
less frequent use of technical overdraft instruments. However, derivative instruments
showed an increase, as seen in the related asset, due to the marked increase in credit
derivatives connected to the widening of margins in the credit default swap (CDS)
market. In total, trading liabilities showed a change of €51,679 billion in 2008. The
growth in December 2007 compared to the prior year, equivalent to €9.7 billion,
regarded the inclusion of the Capitalia Group in the scope of consolidation for €3.7
billion. The residual increase is concentrated in derivative instruments.
- 197 -

(millions of €) % Change
Financial liabilities
designated at fair
value: product
breakdown 09.30.2009 12.31.2008 12.31.2007 12.31.2006 2009/2008 2008/2007 2007/2006
Listed
3. Debt securities 190 162 181 142 17.3% -10.5% 27.5%
Total 190 162 181 142 17.3% -10.5% 27.5%
Unlisted
1. Banks 1 13 12 - -92.3% 8.3% n.a.
3. Debt securities 1,456 1,484 1,774 1,589 -1.9% -16.3% 11.6%
Total 1,457 1,497 1,786 1,589 -2.7% -16.2% 12.4%
Total listed and
unlisted 1,647 1,659 1,967 1,731 -0.7% -15.6% 13.6%
As with financial assets, financial liabilities can be designated upon initial recognition
should the circumstances be present, as financial liabilities designated at fair value.
This designation is aimed at eliminating or notably reducing the effects that could
otherwise occur from the application of various accounting criteria for items that could
be related (so-called “accounting mismatch”).
The total of loans to banks and customers is summarised in the following table,
including risk category. For the related notes, refer to the individual sections on loans
to banks and loans to customers.
(millions of €) % Change
Cash loans to banks
and customers: net
values 09.30.2009 12.31.2008 12.31.2007 12.31.2006 2009/2008 2008/2007 2007/2006
a) Non-performing loans 12,386 10,530 9,029 6,853 17.6% 16.6% 31.8%
b) Doubtful loans
c) Restructured loans
9,061 6,186 4,055 3,612 46.5% 52.6% 12.3%
3,324 1,273 1,205 3,006 161.1% 5.6% -59.9%
d) Past-due loans 2,896 1,924 1,669 870 50.5% 15.3% 91.8%
e) Country Risk 180 220 341 14 -18.2% -35.5% n.s.
f) Performing loans 634,898 673,174 658,776 510,680 -5.7% 2.2% 29.0%
Total 662,745 693,307 675,075 525,035 -4.4% 2.7% 28.6%
Bank payables and receivables are broken down as follows:
(millions of €) % Change
Loans to/Deposits from
banks: product
breakdown 09.30.2009 12.31.2008 12.31.2007 12.31.2006 2009/2008 2008/2007 2007/2006
A. Loans to Central
Banks 18,958 21,045 30,432 12,370 -9.9% -30.8% 146.0%
1. Time deposits 398 257 327 240 54.9% -21.4% 36.3%
2. Compulsory reserve 16,998 17,608 25,519 11,083 -3.5% -31.0% 130.3%
3. Lending repurchase
agreements 887 2,703 1,121 513 -67.2% 141.1% 118.5%
4. Other 675 477 3,465 534 41.5% -86.2% 548.9%
B. Loans to banks 78,330 59,782 69,580 71,346 31.0% -14.1% -2.5%
1. Current accounts and
demand deposits 19,777 15,749 18,669 14,673 25.6% -15.6% 27.2%
2. Time deposits 6,573 13,802 17,600 14,284 -52.4% -21.6% 23.2%
3. Other loans 40,325 23,444 32,451 41,637 72.0% -27.8% -22.1%
4. Debt securities 11,221 6,700 825 685 67.5% 712.1% 20.4%
5. Impaired assets 432 85 34 66 408.2% 150.0% -48.5%
6. Assets sold but not
derecognised 2 2 1 0 0.0% 100.0% n.a.
Total 97,288 80,827 100,012 83,715 20.4% -19.2% 19.5%
1. Deposits from
Central Banks 22,078 72,771 30,792 17,061 -69.7% 136.3% 80.5%
2. Deposits from banks 102,034 104,906 129,809 128,622 -2.7% -19.2% 0.9%
2.1 Current accounts 21,091 14,549 17,736 20,513 45.0% -18.0% -13.5%
- 198 -

and demand deposits
2.2 Time deposits 31,417 39,702 68,593 62,338 -20.9% -42.1% 10.0%
2.3 Loans 41,395 42,566 34,209 23,293 -2.8% 24.4% 46.9%
2.5 Liabilities against
assets sold but not
derecognised 1,090 1,254 914 148 -13.1% 37.2% n.s.
2.6 Other liabilities 7,041 6,835 8,357 22,330 3.0% -18.2% -62.6%
Total 124,112 177,677 160,601 145,683 -30.1% 10.6% 10.2%
Net interbank balance (26,824) (96,850) (60,589) (61,968) -72.3% 59.8% -2.2%
During the first nine months of 2009, the net interbank balance experienced a
substantial reduction, from €97 billion as at December 31, 2008 to €27 billion at the
end of September 2009. Considering that bank payables are normally stable the
decline in the net interbank balance is primarily due to decreased use of financing
from central banks for funding purposes partially compensated by an increment of
credit towards banks.
There was a significant growth in exposure to the banking system at the end of 2008
following a phase of increased use of financing from Central Banks, connected with
lower funds availability in the interbank market. However, the prior years, 2006 and
2007, had an essentially stable net interbank balance.
The loans to Central Banks component mainly consists of the compulsory reserve that,
over the years in question, accounted for more than 80% of the total (90% at
December 31, 2006).
Current accounts and time deposits under the loans to banks component at December
31, 2008 was approximately 49% of the total, while the remainder chiefly consisted of
loans disbursed, which at September 30, 2009 represented 51% of the total.
As regards funding, the most important component in 2006 and 2007 was demand
deposits with other banks. In 2008, the changes in the market resulted in more funding
from loans (41% of the total), which continued in 2009.
The table below breaks down the total loans to banks according to credit quality.
(millions of €)
Cash loans to banks:
% Change
net values
a) Non-performing loans
b) Doubtful loans
c) Restructured loans
09.30.2009
147
35
12.31.2008
66
9
12.31.2007
12
21
12.31.2006
41
25
2009/2008
122.7%
288.9%
2008/2007
450.0%
-57.1%
2007/2006
-70.7%
-16.0%
d) Past-due loans
e) Country Risk
251
-
149
11
-
163
-
-
156
-
-
-
n.a.
n.a.
-8.6%
n.a.
n.a.
4.5%
n.a.
n.a.
n.a.
f) Performing loans 96,706 80,578 99,823 83,649 20.0% -19.3% 19.3%
Total 97,288 80,827 100,012 83,715 20.4% -19.2% 19.5%
- 199 -

(millions of €)
The following table provides more detail of loans to banks, including provisions for
each category in the period 2006-2009. Impaired loans to banks have always had a
ratio of less than 0.1% of total loans. In 2008, there was a slight growth in the notional
value of credit in litigation, the effect of which was mitigated by specific provisions.
In 2009, despite the total amount of impaired loans remaining contained, its ratio of
total net loans increased from 0.1% to 0.45%. This increase was due to nonperforming
loans (from €66 million to €147 million) and restructured positions (from
€11 million as at December 31, 2008 to €251 million as at September 30, 2009).
Loans to banks – credit quality
Situation as at 09.30.2009
NON-
PERFORMING
LOANS
DOUBTF
UL
LOANS
- 200 -
RESTRUCTURED
LOANS
PAST-
DUE
LOANS
TOTAL
IMPAIRED
LOANS
PERFORMING
LOANS
TOTAL
LOANS
Notional value 501 40 285 - 827 96,878 97,705
as a percentage of total loans 0.51% 0.04% 0.29% 0.85% 99.15%
Write-downs 355 5 35 - 395 22 417
as a percentage of notional value 70.9% 12.5% 12.3% 47.6% 0.023%
Carrying value 147 35 251 - 432 96,856 97,288
as a percentage of total loans
Situation as at 12.31.2008
0.15% 0.04% 0.26% 0.45% 99.56%
Notional value 283 49 128 - 460 80.756 81,216
as a percentage of total loans 0.3% 0.1% 0.2% 0.6% 99.4%
Write-downs 217 40 117 - 374 15 389
as a percentage of notional value 76.7% 81.6% 91.4% 81.3% 0.0%
Carrying value 66 9 11 - 86 80,741 66
as a percentage of total loans
Situation as at 12.31.2007
0.1% 0.0% 0.0% 0.1% 99.9%
Notional value 127 26 - - 153 99,997 100,105
as a percentage of total loans 0.2% 0.0% 0.0% 0.2% 99,8%
Write-downs 115 5 - - 120 18 138
as a percentage of notional value 90.6% 19.2% 78.4% 0.0%
Carrying value 12 21 - - 33 99,979 100,012
as a percentage of total loans
Situation as at 12.31.2006
0.0% 0.0% 0.0% 0.0% 100.0%
Notional value 145 27 47 - 219 83,660 83,879
as a percentage of total loans 0.2% 0.0% 0.1% 0.3% 99.7%
Write-downs 103 3 46 - 152 12 164
as a percentage of notional value 71.0% 11.1% 97.9% 69.4% 0.0%
Carrying value 42 24 1 - 67 83,648 83,715
as a percentage of total loans 0.1% 0.0% 0.0% 0.1% 99.9%
(millions of €) % Change
Loans to customers:
breakdown by type 09.30.2009 12.31.2008 12.31.2007 12.31.2006 2009/2008 2008/2007 2007/2006
1. Current accounts 58,163 63,794 64,108 58,773 -8.8% -0.5% 9.1%
2. Lending repurchase
agreements 4,896 9,717 4,552 3,183 -49.6% 113.5% 43.0%
3. Mortgages 145,548 160,196 201,838 165,094 -9.1% -20.6% 22.3%
4. Credit cards, personal
loans and salaryguaranteed
loans 18,532 20,298 20,905 13,912 -8.7% -2.9% 50.3%
5. Financial leases 20,182 22,036 22,890 14,358 -8.4% -3.7% 59.4%
6. Factoring 3,983 4,344 3,961 2,092 -8.3% 9.7% 89.3%
7. Other transactions 197,191 225,607 208,688 149,209 -12.6% 8.1% 39.9%
8. Debt securities 16,458 14,990 2,372 592 9.8% n.s. 300.7%
8.1 Structured securities 35 400 2 -91.5% n.s. n.a.
8.2 Other debt securities 16,423 14,590 2,370 592 12.6% n.s. n.s.
9. Impaired assets* 26,314 19,481 15,755 14,237 35.1% 23.6% 10.7%
10. Assets sold but not 74,190 72,017 29,994 19,870 3.0% 140.1% 51.0%

derecognised
Total (Carrying value) 565,457 612,480 575,063 441,320 -7.7% 6.5% 30.31%
* Does not include impaired loans for “Assets sold but not derecognised” of €920 million as at September 30, 2009, €347 million as at
December 31, 2008, €170 million as at December 31, 2007 and €39 million as at December 31, 2006.
(millions of €)
Loans to customers by
% Change
business segment
Loans to customers:
09.30.2009 12.31.2008 12.31.2007 12.31.2006 2009/2008 2008/2007 2007/2006
Retail 169,295 180,440 186,569 138,838 -6.2% -3.3% 34.4%
Former Corporate 247,554 236,972 182,337 n.a. 4.5% 30.0%
Former Markets &
Investment Banking 74,691 59,777 36,082 n.a. 24.9% 65.7%
Corporate & Investment
Banking* 302,997 322,245 296,749 218,419 -5.97% 8.59% 35.86%
Private Banking 6,709 8,427 9,264 6,989 -20.4% -9.0% 32.6%
Asset Management - - - - n.a. n.a. n.a.
Poland’s Markets 18,844 19,870 19,386 18,154 -5.2% 2.5% 6.8%
Central Eastern Europe
(CEE) 58,201 64,208 50,638 38,784 -9.4% 26.8% 30.6%
Parent Company and
intercompany netting 9,411 17,291 12,457 20,136 -45.6% 38.8% -38.1%
Loans to customers 565,457 612,480 575,063 441,320 -7.7% 6.5% 30.3%
* Financial information related to CIB for the periods ending as at December 31 in 2008, 2007 and 2006 are the sum of the data for Former
Corporate and Former Markets & Investment Banking segments.
At the end of September 2009, loans to customers amounted to €565 billion, a decline
of 7.7% from December 31, 2008. This decline was primarily due to the decrease in
mortgages (9.1% in relative terms, more than €14.7 billion in absolute terms) and the
decline in other transactions (€-28.4 million), mainly in the Retail and CIB segments.
As at December 31, 2008, loans to customers totalled €612 billion, an increase of
€37.4 billion, or 6.5%, over December 31, 2007. The growth in loans to customers is
the result of the combination of the decline in volumes in the Retail and Private
Banking segments (totalling €7 billion) offset by growth in Central and Eastern
Europe (€+13.6 billion), Corporate (€+10.6 billion) and Markets & Investment
Banking (€+14.9 billion). Furthermore, the increase in the total above, primarily in
reference to Markets & Investment Banking, is partly due to the reclassification of
loan trading securities (€13.9 billion) following the amendment to IAS 39. The total
increase in loans to customers, net of the effect of IAS 39 would have been 4.1%. The
increase of €134 billion in 2007 was due to the inclusion of the Capitalia Group in the
scope of consolidation for €98 billion and to the change in the accounting of public
property leasing transactions and assets awaiting leasing for €2 billion. Net of said
factors, stock at the end of 2007 amounted to €475 billion, an increase of 7.8% over
2006, with notable growth in the Corporate (+9%) and CEE segments (+31%, due to
the inclusion of ATF and strong growth in Turkey, Russia and Hungary). On a
comparative basis, there was considerable growth in leasing (+25%) and consumer
credit (+25.7%), while mortgages are mostly in line with the prior year.
(millions of €) % Change
Loans to customers: net
amounts 09.30.2009 12.31.2008 12.31.2007 12.31.2006 2009/2008 2008/2007 2007/2006
a) Non-performing loans 12,239 10,464 9,017 6,811 17% 16.0% 32.4%
b) Doubtful loans 9,026 6,177 4,034 3,588 46.1% 53.1% 12.4%
c) Restructured loans 3,073 1,263 1,205 3,006 143.3% 4.8% -59.9%
d) Past-due loans 2,896 1,924 1,669 870 50.5% 15.3% 91.8%
e) Country Risk 31 57 185 14 -45.6% -69.2% n.s.
- 201 -

f) Performing loans 538,192 592,595 558,953 427,031 -9.2% 6.0% 30.9%
Total 565.457 612.480 575.063 441.320 -7.7% 6.5% 30.3%
At the end of September 2009 impaired loans (including non-performing, doubtful,
restructured, and past-due) at carrying value were €27.2 billion (€+7.4 billion
compared to December 2008), or 4.82% of total loans to customers, an increase
compared to 3.24% at the end of the 2008. The change reflects the slowdown in the
economy, particularly in Italy.
(millions of €)
Loans to customers – credit
quality
NON-
PERFORMING
LOANS
DOUBTF
UL
LOANS
- 202 -
RESTRUCTURED
LOANS
PAST-
DUE
LOANS
TOTAL
IMPAIRED
LOANS
PERFORMING
LOANS
TOTAL
LOANS
Situation as at 09.30.2009
Notional value 32,835 13,152 4,205 3,306 53,498 541,375 594,873
as a percentage of total
loans
Write-downs
5.52%
20,596
2.21%
4,126
0.71%
1,132
0.56%
409
8.99%
26,263
91.01%
3,153 29,416
as a percentage of
notional value
Carrying value
62,70%
12,239
31.40%
9,026
26.90%
3,073
12.40%
2,897
49.10%
27,235
0.60%
538,222 565,457
as a percentage of total
loans 2.15% 1.60% 0.54% 0.51% 4.82% 95.18%
Situation as at 12.31.2008
Notional value 28,772 8,949 1,856 2,205 41,782 595,314 637,096
as a percentage of total
loans
Write-downs
4.52%
18,308
1.40%
2,772
0.29%
593
0.35%
281
6.56%
21,954
93.44%
2,662 24,616
as a percentage of
notional value
Carrying value
63.60%
10,464
31.00%
6,177
32.00%
1,263
12.70%
1,924
52.50%
19,828
0.40%
592,652 612,480
as a percentage of total
loans
1.71% 1.01% 0.21% 0.31% 3.24% 96.76%
The table above summarises the situation of impaired loans towards clients by
category and shows the increase of the percentages, in terms of carrying value, of all
impaired loans on total loans and, specifically, that of non-performing loans (from
1.71% to 2.15%) and doubtful loans (from 1.01% to 1.60%).
In terms of business segments, in the first nine months of 2009, UniCredit Corporate
Bankingshowed an increased level of migration from performing loans to impaired
loans, especially in the building, textiles, finance and insurance segments. Annualising
the migration data accumulated at the end of September, an increment of 285% is
registered in comparison to the end of 2008. This data compares to that reported in the
Corporate segment of HVB (+53%) e Bank Austria (-24%). However, in the Retail
sector, with significant slowdown in quarterly migration, the deterioration recorded in
the watch stock portion of the portfolio for the mortgage segment was partially offset
by reduced migration in the small business segment. In reference to CEE countries,
the increase in migration was primarily due to CIS countries (Commonwealth of
Independent States – Russia, Ukraine and Kazakhstan).
In general, the quarterly trends show a slight slowdown in migrations in the second
half of the year (+6.2% between the third and second semester of 2009 compared to
+7.6% between the second and first).

The coverage ratio (or the ratio between write-downs and notional value of loans) was
49.10% at the end of September compared to 52.50% at the end of 2008.
In terms of changes in impaired loans, the following table shows the trend of each
category of impaired loans based on total cash exposure to customers, with accounting
entries not included in “Loans to customers”.
(millions of €)
Cash exposure to customers*: change in
impaired loans
Non-performing
loans Doubtful loans
- 203 -
Restructured
loans Past-due loans
Opening balance – gross exposure as at
January 1, 2008 28,045 5,967 1,707 1,878
of which: sold but not derecognised 112 68 - 49
Increases 9,712 8,961 1,302 6,026
Transfers from performing loans 4,424 5,155 788 4,277
Transfers from other impaired exposures 2,753 1,922 264 110
Other increases 2,535 1,884 250 1,639
Decreases 8,441 5,935 1,153 5,670
Transfers to performing loans 986 898 235 2,043
Derecognised items 2,652 128 28 1
Recoveries 2,407 1,962 251 400
Sales proceeds 993 68 7 755
Transfers to other impaired exposures 434 2,461 371 1,784
Other decreases 969 418 261 687
Closing balance – gross exposure as at
December 31, 2008 29,316 8,993 1,856 2,234
of which: sold but not derecognised 192 127 6 146
Opening balance – gross exposure as at
January 1, 2009 29,316 8,993 1,856 2,234
of which: sold but not derecognised 192 127 6 146
Increases 9,621 11,116 3,867 6,289
Transfers from performing loans 4,767 7,207 1,989 5,854
Transfers from other impaired exposures 3,579 2,775 1,306 141
Other increases 1,275 1,134 572 294
Decreases 5,353 6,848 1,517 5,152
Transfers to performing loans 360 1,266 366 2,300
Derecognised items 1,467 108 95 6
Recoveries 1,277 1,167 333 276
Sales proceeds 570 64 51 15
Transfers to other impaired exposures 1,075 3,775 640 2,309
Other decreases 604 468 32 246
Closing balance – gross exposure as at
September 30, 2009 33,584 13,261 4,206 3,371
of which: sold but not derecognised 252 522 12 367
* As provided in the Bank of Italy Instructions, the positions indicated above include total cash exposures and for this reason the
balances differ with respect to those indicated in previous tables related to loans and receivables with customers.
Write-downs on the balances above showed the following changes:

(millions of €)
(millions of €)
Cash exposure to customers: Change in writedowns
Non-performing
loans Doubtful loans
- 204 -
Restructured
loans Past-due loans
Total opening write-downs as at January 1,
2008 18,852 1,909 480 188
of which: sold but not derecognised 38 16 0 5
Increases 5,658 2,205 390 375
Write-downs 3,886 1,752 335 227
Transfers from other impaired exposures 672 158 25 21
Other increases 1,100 295 30 127
Decreases 5,980 1,335 277 278
Write-backs from assessments 505 142 16 22
Write-backs from recoveries 1,254 221 32 25
Write-offs 2,653 128 28 1
Transfers to other impaired exposures 64 553 101 158
Other decreases 1,504 291 100 72
Total closing write-downs as at December 31,
2008 18,530 2,779 593 285
of which: sold but not derecognised 63 33 1 22
Total opening write-downs as at January 1,
2009 18,530 2,779 593 285
of which: sold but not derecognised 63 33 1 22
Increases 5,763 2,904 1,041 464
Write-downs 4,294 2,289 388 304
Transfers from other impaired exposures 922 346 308 14
Other increases 547 269 345 146
Decreases 3,386 1,549 502 337
Write-backs from assessments 359 241 85 39
Write-backs from recoveries 585 100 14 14
Write-offs 1,467 108 95 6
Transfers to other impaired exposures 275 887 212 217
Other decreases 700 213 96 61
Total closing write-downs as at September 30,
2009 20,907 4,134 1,132 412
of which: sold but not derecognised 68 119 1 46
* As provided in the Bank of Italy Instructions, the positions indicated above include total cash exposures and for this reason the
balances differ with respect to those indicated in previous tables related to loans and receivables with customers.
Despite the increase in write-downs compared to the end of 2008, the quarterly trend
in write-downs show a deceleration starting in the third quarter of 2009. The cost of
risk (meaning the ratio between write-downs and average resizing of the portfolio)
decreased from 164 basis points in Q2 to 150 basis points in Q3. Retail and CIB are
the primary areas of improvement. In reference to CEE regions, while Kazakhstan
showed an increase in write-downs - for which a provision of €249 million was made
in the third quarter – Russia, Turkey and Croatia showed improvement.
In comparing loans to customers in 2008 versus 2007, the following is evident:
Loans to customers – credit
quality
NON-
PERFORMING
LOANS
DOUBTFU
L LOANS
RESTRUCTURED
LOANS
PAST-
DUE
LOANS
TOTAL
IMPAIRED
LOANS
PERFORMING
LOANS
TOTAL
LOANS
Situation as at 12.31.2008
Notional value 28,772 8,949 1,856 2,205 41,782 595,314 637,096
as a percentage of total
loans 4.52% 1.40% 0.29% 0.35% 6.56% 93.44%
as a percentage of total
loans before IAS 39
reclassification 4.59% 1.44% 0.30% 0.35% 6.68% 93.32%
Write-downs 18,308 2,772 593 281 21,954 2,662 24,616
as a percentage of
notional value 63.60% 31.00% 32.00% 12.70% 52.50% 0.40%
Carrying value 10,464 6,177 1,263 1,924 19,828 592,652 612,480
as a percentage of total
loans 1.71% 1.01% 0.21% 0.31% 3.24% 96.76%
as a percentage of total
loans before IAS 39
reclassification 1.73% 1.03% 0.21% 0.32% 3.30% 96.70%

Situation as at 31.12.2007
Notional value 27,759 5,937 1,654 1,856 37,206 561,879 599,085
as a percentage of total
loans 4.63% 0.99% 0.28% 0.31% 6.21% 93.79%
Write-downs 18,742 1,903 449 187 21,281 2,741 24,022
as a percentage of
notional value 67.50% 32.10% 27.10% 10.10% 57.20% 0.50%
Carrying value 9,017 4,034 1,205 1669 15,925 559,138 575,063
as a percentage of total
loans 1.57% 0.70% 0.21% 0.29% 2.77% 97.23%
1 Further to the instructions of the Bank of Italy, the representation of transactions concerning leasing under construction and
assets awaiting lease was changed. The figures also reflect the updating of the allocation of the purchase price relating to the
merger transaction with the Capitalia Group.
(millions of €)
The trend in impaired loans resulted in a total balance of €19.8 billion as at December
31, 2008 (€+3.9 billion compared to December 2007), 3.24% of total loans to
customers, an increase compared to 2.77% at the end of the prior year. Changes in the
percentage of impaired loans on total loans disbursed by the Group to customers
reflect the economic difficulties that began in 2008, especially in Italy. As illustrated
in the following table, each category experienced a higher percentage, in terms of
carrying value, of non-performing loans (from 1.57% to 1.71%), doubtful loans (from
0.70% to 1.01%), while past-due loans were marginally higher (from 0.29% to
0.31%), and restructured loans were essentially constant (0.21%). Net of the effect of
the reclassification of securities due to changes in IAS 39, the percentage of impaired
loans is 3.30% of total loans to customers. The coverage ratio was 52.5% as at
December 31, 2008, compared to 57.2% at the end of 2007.
Loans to customers – credit
quality
NON-
PERFORMING
LOANS
DOUBTFUL
LOANS
- 205 -
RESTRUCTURED
LOANS
PAST- DUE
LOANS
TOTAL
IMPAIRED
LOANS
PERFORMING
LOANS
TOTAL
LOANS
Situation as at 12.31.2007
Notional value 27,759 5,937 1,654 1,856 37,206 561,879 599,085
as a percentage of total loans 4.63% 0.99% 0.28% 0.31% 6.21% 93.79%
Write-downs 18,742 1,903 449 187 21,281 2,741 24,022
as a percentage of notional
value 67.50% 32.10% 27.10% 10.10% 57.20% 0.50%
Carrying value 9,017 4,034 1,205 1669 15,925 559,138 575,063
as a percentage of total loans 1.57% 0.70% 0.21% 0.29% 2.77% 97.23%
of which: UniCredit excluding
Capitalia
Notional value 17,723 4,362 1,218 1,177 24,480 467,692 492,172
as a percentage of total loans 3.60% 0.89% 0.25% 0.24% 4.97% 95.03%
Write-downs 11,050 1,219 421 107 12,797 2,134 14,931
as a percentage of notional
value 62.3% 27.9% 34.6% 9.1% 52.3% 0.5%
Carrying value 6,673 3,143 797 1,070 11,683 465,558 477,241
as a percentage of total loans 1.40% 0.66% 0.17% 0.22% 2.45% 97.55%
Situation as at 12.31.2006
Notional value 17,698 4,847 4,394 1,016 27,955 429,108 457,063
as a percentage of total loans 3.87% 1.06% 0.96% 0.22% 6.12% 93.88%
Write-downs 10,886 1,259 1,388 146 13,679 2,064 15,743
as a percentage of notional
value 61.5% 26.0% 31.6% 14.4% 48.9% 0.5%
Carrying value 6,812 3,588 3,006 870 14,276 427,044 441,320
as a percentage of total loans 1.54% 0.81% 0.68% 0.20% 3.23% 96.77%
At the end of December 2007, impaired loans to customers totalled €15.9 billion, or
2.77% of total loans to customers, compared to €14.3 billion, or 3.23% of the total at
the end of 2006. The increase in absolute value is explained entirely by the inclusion

of Capitalia in the scope of consolidation. As can be seen in the table above, if
Capitalia Group was excluded from the situation at the end of 2007, impaired loans
would have shown a reduction of more than €2.5 billion in the carrying value and of
0.80% of total loans, with improvements in every category except past-due loans. The
decline is especially significant in restructured and doubtful loans, due to recovery
activities undertaken by HVB Group.
The following table summarises the time breakdown of financial assets in 2008.
(millions of €) 12.31.2008
Time breakdown by contractual
residual maturity
On
Demand
Up to 3
months
- 206 -
3 months
to 1 year 1 to 5 years Over 5 years
Unspecified
maturity Total
Non-derivative financial assets 3,730 17,944 23,302 51,441 37,543 4,471 138,431
Other Loans to banks 7,600 37,554 9,274 5,894 2,321 17,775 80,418
Other Loans to customers 86,045 72,437 59,792 129,945 153,709 23,567 525,495
Total loan portfolio 97,375 127,935 92,368 187,280 193,573 45,813 744,344
Activities in the structured loan products sector are described below, based on the role
performed by the Group as either originator, sponsor, or investor, according to the
definitions established by Basel II and acknowledged in the Bank of Italy Circular no.
263. These figures were prepared based on indications from the Financial Stability
Board (an international group that unites Finance Ministries and Central Banks to
guarantee financial stability in the markets), also regulated by specific CONSOB
provisions.
For assets not derecognised from the financial statements, the exposures shown can
refer to “Loans to banks” and “Loans to customers”.
The Group as originator
The Group’s origination activities consist of the sale of on-balance sheet loan
portfolios or the summary loan risk underlying said portfolios, to special purpose
vehicles (SPVs) specifically set up, which then finance the portfolio acquisition by
issuing bonds of varying seniority.
These transactions free up economic/regulatory capital by reducing the credit risk
incurred, reducing funding costs and/or transforming illiquid instruments into
securities that can be used to secure repos with the Bank of Italy and the European
Central Bank.
Use of these types of transactions is, however, limited. The amount of loans
securitised but not derecognised from cash assets is 17.10% of the Group's loan
portfolio as at September 30, 2009.
In addition, during 2008, a Covered Bond Programme (OBG) was initiated in
accordance with Law no. 130 of April 30, 1999, in which residential mortgages in
guarantee of the programme were sold to an SPV, specifically set up and included in
the banking group. Until September 30, 2009 seven tranches of OBGs were issued for
a total of €7.5 billion, of which €5.0 billion was held within the Group.

As at September 30, 2009, similar covered bonds in accordance with German law
(pfandbriefe) were issued for a carrying value of €37,338 million, of which €30,150
billion guaranteed by mortgages of €7,188 million guaranteed by public sector loans.
Under traditional securitisations, the Group retains the first loss in the form of junior
bonds or similar exposure, and in some cases provides further credit enhancement.
This means that the most of the risk and return on the sold portfolio is retained.
Consequently, these transactions are recognised in the accounts as financing
transactions and no profits arising out of the transfer of the assets are recognised and
the sold loans are not derecognised.
Synthetic securitisations also entail retention of the loans subject to credit protection
default on the balance sheet. The hedging derivative is recognised in the accounts, as
well as a financial guarantee for any other retained interest.
The following table shows the Group’s retained gross and net cash exposure under
securitisations in which it was the originator, subdivided according to whether or not
the loans were derecognised in the accounts.
The amounts shown are mostly interest retained by the originator.
ABS securities arising from securitisations and held in the CIB portfolio are also
shown.
(millions of €) Cash exposure
09.30.2009 12.31.2008
Exposure deriving from the securitisation
of own assets Gross exposure Net exposure* Net exposure*
- Assets sold and derecognised 1,063 644 1,015
- Assets sold but not derecognised 44,048 44,697 37,645
- Synthetic transactions 37,148 36,886 40,781
Total 82,259 82,227 79,441
* Net exposure includes the sold loans' yield amount due but not received in excess of amounts paid on securities placed with third
counterparties.
Retained tranches broken down according to the level of subordination is as follows:
( millions of €) 09.30.2009 12.31.2008
Exposures deriving from the securitisation of
own assets broken down by subordination degree
Senior* Mezzanine* Junior* Total Total
Cash exposure 73,813 1,964 6,450 82,227 79,441
- Assets sold and derecognised 116 278 250 644 1,015
- Assets sold but not derecognised 38,212 468 6,018 44,698 37,645
- 207 -

- Synthetic transactions 35,485 1,218 182 36,885 40,781
Guarantees given - 89 66 155 160
- Assets sold and derecognised - 89 - 89 94
- Assets sold but not derecognised - - - 0
- Synthetic transactions - - 66 66 66
Credit facilities 606 30 636 713
- Assets sold and derecognised - 606 - 606 668
- Assets sold but not derecognised - - 30 30 45
- Synthetic transactions - - - - -
* In a securitisation transaction, the assignee company finances the portfolio acquisition by issuing securities differentiated by seniority,
giving the Group the selling price of the loans through collections from placing the securities. As such, senior securities are those with
the lowest level of subordination while junior securities have the most absolute risk, or those whose reimbursement and yield are most
linked to the changes in the underlying portfolio.
Transactions included under the "Assets sold and derecognised" item are those for
which the Group, while maintaining most of the risk and return of the underlying
loans, nevertheless derecognised them because the transaction occurred prior to
January 1, 2002. On first-time adoption of IFRS, the option permitted by IFRS 1 that
allows assets sold before January 1, 2004 not to be rerecognised, regardless of the
amount of risk and return retained, was implemented.
The traditional securitization transactions executed by the Group have as their main
purpose residential mortgage loans originating in Italy and Germany, leasing
transactions originating in Italy and credits and companies originating in Germany.
The increase in exposure during the first nine months of 2009 is due to securities
related to three new securitisation transactions of performing loans, with the
underlyings consisting of leasing contracts, Italian residential mortgages, and Euro
loans (private corporate loans), respectively. The Group fully recognised the securities
issued by the SPVs. The three new transactions are related to Italian leasing contracts
for automobiles, capital goods and real estate for a total notional value of €1,705
million, Italian residential mortgages for a total notional value of €3,500 million, and
Euro loans for a total notional value of €1,012 million.
Finally, the Group did not originate any securitisations with US residential mortgages,
prime, sub-prime or ALT-A as the underlying.
Assets sold but not derecognised have a fair value that is more than €4,400 million
greater than the carrying value.
The Group as sponsor
The Group is a sponsor of asset-backed commercial paper SPVs (i.e., conduits issuing
commercial paper) set up both as multi seller customer conduits to give clients access
to the securitisation market and arbitrage conduits.
These SPVs are not part of the banking group but have been consolidated since
December 2007.
- 208 -

In its role as sponsor, the Group selects the asset portfolios purchased by these
conduits, provides administration of the assets and standby letters of credit and
liquidity lines to ensure timely repayment of the securities issued by the SPVs.
For these services, the Group receives fees and also benefits from the spread between
the return on the assets purchased by the SPV and the securities issued.
Due to the activity performed, the Group bears most of the risk and receives most of
the return on conduit business and also has control of the conduits.
.
The following table shows the breakdown of the activities deriving from the
consolidation of the conduits and their relevance in percentage on the total portfolio
owned.
(millions of €)
Consolidated conduits: broken
down by financial asset
portfolio
Held for trading
financial assets
- 209 -
Financial
assets
designated
at fair value
Loans and
Receivables
Financial
assets held to
maturity
Available-forsale
financial
assets Total
09.30.2009
Carrying value - 150 4,390 147 280 4,967
% of portfolio to which it
belongs - 1.03% 0.66% 1.05% 0.80% 0.57%
12.31.2008
Carrying value - 184 5,200 169 260 5,813
% of portfolio to which it
belongs - 1.18% 0.75% 1.0% 0.91% 0.61%
In 2007, 2008 and the first nine months of 2009, following the turbulence in financial
markets, there was a substantial contraction in demand from investors for securities
issued by the conduits; as a result, the Group directly purchased the commercial paper
issued.
The following table shows the amount of the cash exposure and credit facility of the
exposures to conduits for which the Group acts as sponsor. In particular, it deals with
Arabella Finance Ltd., Salome Funding Ltd., Bavaria Universal Funding Corp.
(arbitrage conduit) and Black Forest Funding Corp conduits.
(millions of €)
Exposure sponsored by the Group 09.30.2009 12.31.2008
Cash exposure 4,053 5,268
- Consolidated conduits 4,053 5,268.
Credit facilities 1,840 1,776
- Consolidated conduits 1,840 1,776
The credit facilities shown represent the difference between the total credit facilities
granted and the amount of commercial paper underwritten by the Group.
Cash exposure, consisting of commercial paper underwritten by the Group and fully
consolidated, are not visible in the consolidated financial statements.

The table below shows the asset quality of the consolidated SPVs, primarily
mortgages and consumer credit, the assessment of which is carried out by specific
units using a look-through approach aimed at analysing the performance of the
underlying loan portfolios. Impaired positions are the result of the consolidation of
Redstone Mortgage Plc, whose assets mainly consist of the warehousing portfolio of
British mortgages and were recorded under “Loans to customers” for a carrying
amount of €1,461 million.
(millions of €) 09.30.2009
Consolidated conduits: breakdown by
asset quality
- Residential mortgages
- Commercial mortgages
- Leasing
- Credit cards
- Consumer credit
- SME loans
- Loans to public entities
- Other
- RMBS
- CMBS
- CDO
- CLO / CBO
- Corporate bonds
Total
Other assets
(performing)
1,491
595
492
-
829
-
-
806
2
107
4
63
402
4,790
Impaired assets
177
-
-
-
-
-
-
-
-
-
-
-
-
177
Total
1,668
595
492
-
829
-
-
806
2
107
4
63
402
4,967
As a result of Arabella’s restructuring process and the improvement in portfolio mix,
the asset-backed commercial paper of the conduits were underwritten by investors
outside the Group.
The Group intends to contain the size of the Arabella portfolio so as to guarantee a
constant improvement in the quality of the underlying portfolio by an additional issue
of asset-backed commercial paper for investors outside the Group.
The Group continues to hold 100% of the commercial paper outstanding issued by
Salomè e Bavaria Universal Funding Corp.
Generally, the financial instruments underlying the conduits continue to guarantee
adequate performance despite the financial crisis.
The Group as investor
As well as originator and sponsor, the Group is also an investor in structured credit
instruments.
The exposures are mainly held on the books of CIB and UCI Ireland.
These instruments are those most affected by the current turmoil in financial markets,
with the greatest impact in the fourth quarter of 2008.
The credit sector crisis had a series of repercussions on the mark-to-market of the
securities held for trading. The difference between the asset swap spread implicit in
the senior debt security price and the negotiated premium for credit default swaps
- 210 -

showed a great deal of volatility, falling from a positive balance of more than 100
basis points in March 2008 to particularly low levels in December 2008 and
equivalent to 200-250 basis points in February and March 2009.
Specifically, the changes seen at the end of 2008 and the beginning of 2009 were due
to the extraordinary deterioration in financial institutions’ liquidity (mostly banks)
which then generated a severe, prolonged illiquidity in bond securities held in the
portfolios of these institutions, thereby invalidating the concept of fair value of these
assets.
The crisis triggered a general de-leveraging process of the financial system that
resulted in a downward price spiral as a result of the urgency of operators to reduce
their risk and debt exposures.
The scarce liquidity in financial markets in the fourth quarter of 2008 and the
consequent effect of reduced credit available to businesses sparked a crisis in the real
economy that is still underway, affecting especially the United States and the
European Union.
Under these circumstances, the Group promptly implemented a series of measures to
guarantee more stringent monitoring of these instruments, particularly structured
credit instruments (commonly known as ABS).
CIB’s structured credit products held were ring-fenced in a specific managed portfolio
subject to dedicated monitoring and reporting of both credit and market risk, and strict
operating rules for the management of these positions were defined.
Following changes in October 2008 by the International Accounting Standards Board
(IASB) to IAS 39 “Financial Instruments: Recognition and Measurement” and IFRS 7
“Financial Instruments: Disclosures”, it was possible to reclassify these positions from
“Held for Trading” to “Loans & Receivables”, due to market illiquidity and the
change of business intentions.
As at 30 September 2009, the carrying value of the reclassified ABS portfolio was
€7.9 billion while the corresponding market value was €6.3 billion at said date.
- 211 -

Since the beginning of 2009, the portfolio under analysis underwent some measures
aimed at de-leveraging/de-risking the Group’s assets in the investment banking, which
declined in the first nine months of 2009 from €40.8 billion to a notional value of
€31.5 billion.
At Group level, exposures in structured credit products amount to €9,450 million as at
September 30, 2009 and represent 1.08% of total financial assets. As at December 31,
2008, these exposures amounted to €12,022 million, 1.25% of total financial assets.
(millions of €)
Structured credit product
exposures broken down by
financial asset portfolio Held for trading
financial assets
- 212 -
Financial
assets
designated
at fair value
Loans and
Receivable
s
Financial
assets held to
maturity
Available-forsale
financial
assets Total
09.30.2009
Carrying value 524 120 8,348 158 300 9,450
% of portfolio to which it
belongs 0.36% 0.83% 1.26% 1.12% 0.86% 1.08%
12.31.2008
Carrying value 619 177 10,462 174 590 12,022
% of portfolio to which it
belongs 0.30% 1.13% 1.51% 1.03% 2.06% 1.25%
The following table shows the Group's gross and net exposure to structured credit
products.
The Group is pursuing a policy of continual and selective reduction in positions in the
ring-fenced portfolio and constantly monitors the risk dynamics both in terms of
value-at-risk as well as changes in the main sensitivity indicators. The credit quality,
however, remains high (95% investment grade, 85% with a rating greater than or
equal to AA).
(millions of €) 09.30.2009 12.31.2008
Exposures in structured
credit products
RMBS
CMBS
CDO
CLO / CBO
Other ABS
Loans
Total
Gross exposure
(notional value)
4,127
1,742
880
1,869
1,728
522
10,868
Net exposure
3,909
1,569
516
1,420
1,514
522
9,450
Gross exposure
(notional value)
4,815
1878
1,206
2,162
2,461
1,056
13,578
Net exposure
4,486
1,690
850
1,766
2,174
1,056
12,022
Note that the table does not include structured credit products resulting from Group
securitisation transactions, whether synthetic or traditional, as they were included in
the table of “The Group as originator” section.
The exposures above were 79.3% senior and 20.0% mezzanine. The junior exposures
were negligible at 0.7%.
Exposures to subprime and ALT-A mortgages
The Group’s exposure to US subprime and ALT-A mortgages is limited to RMBS and
CDO with this type of underlying asset, and has already been reported in the data
above.

The Group does not have any mortgages classified as subprime in its portfolio nor
guarantees of such exposures.
The following table summarises the exposure to these instruments, which totalled €90
million in September 2009.
(millions of €) 09.30.2008 12.31.2008
US subprime and ALT-A
exposures CDO of ABS RMBS Total Total
US ALT-A 4 48 52 55
US Subprime 16 22 38 51
Total 20 70 90 106
Exposures of this type have declined by €16 million over December 31, 2008.
More than 27% of instruments with subprime underlyings were rated A or better; 20%
of instruments with ALT-A underlyings were rated A or better. The coverage ratio for
said instruments is 60.5% and 28.3%, respectively.
Percentage composition of the vintage of US Subprime and ALT-A exposures is
reported in the following table.
US subprime and ALT-A exposures: broken down by vintage
September 30, 2009
Underlying / vintage Before 2005 2005 2006 2007
US ALT-A 6.46% 30.32% 53.18% 10.04%
US Subprime 21.65% 58.00% 8.04% 12.31%
Total 12.91% 42.08% 34.01% 11.00%
Underlying / vintage
December 31, 2008
Before 2005 2005 2006 2007
US ALT-A 5.45% 33.82% 50.49% 10.25%
US Subprime 17.61% 63.42% 10.10% 8.88%
Total 11.31% 48.09% 31.02% 9.59%
Deposits from customers and represented by securities
(millions of €) % Change
Deposits from customers:
product breakdown 09.30.2009 12.31.2008 12.31.2007 12.31.2006 2009/2008 2008/2007 2007/2006
1. Current accounts and
demand deposits 207,035 197,011 205,382 147,744 5.1% -4.1% 39.0%
2. Time deposits 96,217 107,817 98,967 77,412 -10.8% 8.9% 27.8%
3. Deposits in administration 148 161 168 138 -8.1% -4.2% 21.7%
4. Loans 34,657 42,062 34,206 15,641 -17.6% 23.0% 118.7%
5. Liabilities for commitments
to repurchase own equity
investments 520 - 523 - n.a. -100.0% n.a.
6. Liabilities against assets
sold but not derecognised 13,760 16,911 23,534 18,570 -18.6% -28.1% 26.7%
7. Other liabilities 29,409 24,869 27,620 28,473 18.3% -10.0% -3.0%
Total 381,746 388,831 390,400 287,978 -1.8% -0.4% 35.6%
During the nine-month period that ended as at September 30, 2009, customer deposits
amounted to €381,746 million, a slight decrease of 1.8%, due in particular to the
change in time deposits and loans, respectively by 10.8% and 17.8%, offset by the
growth of about 5% in current accounts (€+10,025 million).
- 213 -

As at December 31, 2008, customer deposits were substantially stable, compared with
the previous year (-0.4%). This consistency in amounts occurred as a result of an
increase in time deposits and loans (totalling about €16.7 billion) and a reduction in
the value of current accounts (€8.4 billion) and of the liabilities identified in the face
of assets sold but not derecognised (about €6.6 billion). This change is also explained
by customers’ more pronounced preference for cash, preferring short-term
investments both in the type of time deposits and in repurchase agreement
transactions, the latter included among loans. The reduction in current accounts and
demand deposits is partly due to the exit of the deposits connected with the 183
branches transferred as a result of the instructions from the Italian Antitrust Authority
for authorisation of the merger with Capitalia, as well as to customers’ repositioning
on more remunerative forms of timed investments.
In 2007, the increase is mostly explained by the merger with Capitalia. Net of
Capitalia, customer deposits amount to €328 billion, up €40 billion from December
2006, in this case, too, thanks to the positive impact of customers’ more pronounced
preference for cash, consequent to the high volatility of financial markets.
(in millions of €) % Change
Securities in issue 09.30.2009 12.31.2008 12.31.2007 12.31.2006 2009/2008 2008/2007 2007/2006
Bonds 162,951 158,935 179,586 149,889 2.5% -11.5% 19.8%
Other securities 45,407 43,524 60,253 57,387 4.3% -27.8% 5.0%
Total 208,358 202,459 239,839 207,276 2.9% -15.6% 15.7%
During 2008, the Group adopted a rather conservative approach to obtaining cash
from the market; however, being able to rely on an adequately ample cash level
relative to its own structural liquidity position (medium-long term assets are
substantially financed medium-long term, based on Group policies), the Group has
handled a reduction in the strategic cash reserves, not renewing the entire structural
cash reserve that became due during the year. Consequently, there was a €37.4 billion
reduction in securities in issue in late 2008 compared to December 2007.
In 2007, the increase was mostly explained by the merger with Capitalia. Net of
Capitalia, securities in issue amounted to €208.6 billion, up by €1.3 billion on
December 2006.
Non-current assets and disposal groups classified as held for sale and associated
liabilities
(in millions of €) % Change
Non-current assets and
disposal groups
classified as held for
sale: breakdown by type
of asset 09.30.2009 12.31.2008 12.31.2007 12.31.2006 2009/2008 2008/2007 2007/2006
A. Individual assets
A.1 Equity
investments - 2 55 61 -100.0% -96.4% -9.8%
A.2 Property, plant
and equipment 8 33 311 3 -75.8% -89.4% n.s.
A.3 Intangible
assets 4 - 79 - n.a -100.0% n.a.
A.4 Other noncurrent
assets 37 6 422 - 516.7% -98.6% n.a.
Total A 49 41 867 64 19.5% -95.3% n.s.
B. Asset groups
(disposal groups)
B.1 Held for trading
financial assets - - 256 - n.a -100.0% n.a.
- 214 -

B.2 Financial assets
designated at
fair value - - 511 2 n.a -100.0% n.a.
B.3 Available-forsale
financial
assets 40 48 694 0 -16.7% -93.1% n.a.
B.4 Financial assets
held to maturity 15 15 422 - 0.0% -96.4% n.a.
B.5 Loans to banks - - 254 - n.a. -100.0% n.a.
B.6. Loans to
customers 461 861 2,635 - -46.5% -67.3% n.a.
B.7 Equity
investments - - - 5 n.a. n.a. -100.0%
B.8 Property, plant
and equipment 12 27 100 481 -55.6% -73.0% -79.2%
B.9 Intangible
assets - 1 249 4 n.s -100.0% n.s.
B.10 Other assets 13 37 386 17 -64.9% -90.4% n.s.
Total B 541 989 5,507 509 -45.3% -82.0% 981.9%
C. Liabilities included in
individual assets
classified as held for
sale
C.1 Payables 1 - - - n.a. n.a. n.a.
C.2 Securities - - - - n.a. n.a. n.a.
C.3 Other liabilities - 4 107 0 n.s. -96.3% n.s
Total C 1 4 107 0 -75.0% -96.3% n.s
D. Liabilities included in
disposal groups
classified as held for
sale
D.1 Deposits from
banks - 25 471 54 -100.0% -94.7% 772.2%
D.2 Customer
deposits 267 270 3,608 - -1.1% -92.5% n.a.
D.3 Securities in
issue - 160 - n.a -100.0% n.a.
D.4 Held for trading
financial
liabilities - - 144 - n.a -100.0% n.a.
D.5 Financial
liabilities
designated at
fair value - - - - n.a n.a. n.a.
D.6 Funds 11 22 20 23 -50.0% 15.8% -17.4%
D.7 Other liabilities 19 215 516 20 -91.2% -58.3% n.s.
Total D 297 532 4,919 97 -44.2% -89.2% n.s.
The main assets reclassified according to IFRS 5 among non-current assets and
disposal groups classified as held for sale in the balance sheet as at September 30,
2009 are those related to the equity investment in IRFIS Mediocredito della Sicilia
S.p.A.
As at December 31, 2008, non-current assets and disposal groups classified as held for
sale mainly comprised the 183 branches to be transferred, as instructed by the Italian
Antitrust Authority within the decision to authorise the merger of Capitalia into
UniCredit.
As at December 31, 2007, disposal groups refer mainly to the assets of the Bank BPH
Group. This coincides with the assets that, according to the agreements reached with
the Ministry of the Treasury of the Polish Republic on April 19, 2006, the UniCredit
Group was to sell on the local market. In addition to said Polish assets, subsequently
sold during the first half of 2008, there were mainly also the assets related to IRFIS –
Mediocredito della Sicilia S.p.A.
With reference to December 31, 2006, disposal groups refer mainly to real estate
assets related to the foreign subsidiaries and in particular to HVB and BA.
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Property, plant and equipment and intangible assets
(in millions of €)
Property, plant and
% Change
equipment: Breakdown
A. Functional assets
09.30.2009 12.31.2008 12.31.2007 12.31.2006 2009/2008 2008/2007 2007/2006
1.1 owned 8,870 9,122 8,911 7,489 -2.8% 2.4% 19.0%
a) land 1,878 2,237 2,351 1,342 -16.0% -4.8% 75.2%
b) buildings 4,043 4,369 4,395 3,158 -7.5% -0.6% 39.2%
c) furniture 266 287 281 180 -7.3% 2.1% 56.1%
d) electronic plant 753 814 559 463 -7.5% 45.6% 20.7%
e) others 1,930 1,415 1,325 2,346 36.4% 6.8% -43.5%
1.2 acquired with
financial lease
161 138 103 103 16.7% 34.0% 0.0%
a) land 3 3 11 11 0.0% -72.7% 0.0%
b) buildings 49 50 74 74 -2.0% -33.3% 0.0%
c) furniture - 2 1 1 -100% 100% 0.0%
d) electronic plant 3 7 2 1 -57.1% 250.0% 100.0%
e) others 106 76 15 16 39.5% 406.7% -6.3%
Total A
B. Assets held for
investment purposes
9,031 9,260 9,014 7,592 -2.5% 2.7% 18.7%
2.1 owned 2,774 2,675 2,857 1,023 3.7% -6.4% 179.3%
a) land 905 946 916 412 -4.3% 3.2% 122.3%
b) buildings 1,869 1,729 1,941 611 8.1% -10.9% 217.7%
2.2 acquired with
- - - n.a n.a n.a
financial lease -
a) land - - - - n.a n.a n.a
b) buildings - - - - n.a n.a n.a
Total B 2,774 2,675 2,857 1,023 3.7% -6.4% 179.3%
Total (A + B) 11,805 11,935 11,871 8,615 -1.1% 0.5% 37.8%
Total property, plant and equipment as at September 30, 2009 decreased by about
€130 million.
During 2009, work continued focused on the appreciation of the Group’s real estate
assets, through:
• the second contribution to the Omicron Plus Fund; and
• the contribution to the Core Nord Ovest Fund.
The second contribution to the Omicron Plus Fund represents the continuation of a
process of appreciation of the real estate assets that started in 2008. In particular, on
December 30, 2008 UniCredit Real Estate completed its contribution to an Italian
closed real estate investment fund reserved to qualified investors, called “Omicron
Plus Immobiliare” and managed by Fimit, of a portfolio of 72 buildings (to be used as
offices and bank branches, used directly and/or leased to commercial banks and to
companies of the UniCredit Group). The contributed value was determined to be €799
million on the basis of the appraisal carried out by Real Estate Advisory Group
(“REAG”), as independent expert of the fund. From this derived, net of debt, the issue
of shares for €323 million. With reference to December 31, 2008 said shares were
underwritten by institutional investors for 62% (i.e. €200 million), while the
remaining 38% of shares (for €123 million) were retained by the UniCredit group
(through the subsidiary UniCredit Real Estate). The sale of the shares to institutional
investors entailed, for 2008, a capital gain before taxes related to the shares sold
during Q4 2008, of €348 million, which, net of the costs incurred and of taxes,
entailed a positive impact of about 5 basis points on the Group’s Core Tier 1 Ratio.
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During Q3 2009, UniCredit Real Estate completed the sale to qualified investors of
the shares held in the Omicron Plus Fund related to the first contribution and in
particular, on September 30, 2009, UniCredit Real Estate concluded the sale of 3,200
of such shares to a company connected to GIC RE, real estate branch of the
Government of Singapore Investment Corporation, for a total amount of €78 million.
Moreover, also within the scope of the Omicron transaction, on September 30, 2009
UniCredit Real Estate contributed an additional portfolio, constituted by 179
instrumental properties for a total value of €527 million, for which new shares for 211
million were issued. The buildings included in the second contribution will be entirely
leased to the Group’s companies through 18-year lease agreements, renewable for 6
additional years, with such characteristics as to allow the necessary flexibility in the
management of the Group’s commercial network. The set of the transactions with the
Omicron Plus Fund during 2009 (sale of residual shares of the first contribution and
sale of properties of the second contribution) entailed the emergence of gross profits
from the sale of investments for €278 million.
On September 29, 2009, an additional transaction was completed by URE, which
transferred a portfolio of properties held by the Group to a closed real estate fund
reserved to qualified investors, called Core Nord Ovest Fund and managed by REAM.
UniCredit Real Estate subsequently transferred the majority of the shares issued in
view of the aforesaid contribution to qualified investors identified by REAM. With
reference to said transaction, the contributed portfolio is constituted by 13 historical
and high value buildings for a total contribution value of €574 million, 60% of whose
purchase was financed by a pool of banks. The sale of the majority interest to
qualified investors identified by REAM, among them the Fondazione Cassa di
Risparmio di Torino and the other bank Foundations that hold shares in REAM,
generated in Q3 2009 a gross capital gain of €132 million pertaining to the share sold
in Q3 2009.
During 2008, relative to the previous year, the amount of property, plant and
equipment remained substantially at the level of late 2007. Within this item, there was
an increase in electronic plant (from €559 million to €814 million), with a reduction in
land and buildings consequent also to a rationalisation of the Group’s real estate assets
(first contribution to the Omicron Plus Fund, described above). The increase between
December 2006 and December 2007 is essentially due to the property, plant and
equipment acquired through the merger with Capitalia (€1,824 million) and to the
consolidation of the Euro-ImmoProfil real estate fund (€1,459 million), which more
than offset the reclassification of public property leasing transactions (for €2,566
million) under Loans to customers, completed in accordance with the instructions of
the Bank of Italy. The assets of Euro-Immoprofil are assessed at fair value, because
they are connected to liabilities that recognise a return connected to the fair value of
the investments.
For additional details on property, plant and equipment see Chapter 8 of the
Prospectus.
(in millions of €) % Change
Intangible assets:
breakdown by type of
asset - unlimited duration 09.30.2009 12.31.2008 12.31.2007 12.31.2006 2009/2008 2008/2007 2007/2006
A.1 Goodwill 20,381 20,889 20,342 9,908 -2.4% 2.7% 105.3%
A.2 Other Intangible 1,063 1,078 1,050 826 -1.4% 2.7% 27.1%
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assets:
Total 21,444 21,967 21,392 10,734 -2.4% 2.7% 99.3%
(in millions of €) % Change
Intangible assets:
breakdown by type of
asset - limited duration 09.30.2009 12.31.2008 12.31.2007 12.31.2006 2009/2008 2008/2007 2007/2006
A.1 Goodwill - - - - n.a n.a. n.a.
A.2 Other Intangible
assets: 4,196 4,515 4,879 2,602 -7.1% -7.5% 87.5%
Total 4,196 4,515 4,879 2,602 -7.1% -7.5% 87.5%
Intangible assets with unlimited duration include the goodwill recorded as a result of
acquisitions and business combinations completed over the years (particularly the
combinations with HVB and with Capitalia, respectively in 2005 and in 2007), in
addition to the brands, included among the other intangible assets, also recorded
within the scope of said combinations.
The set of intangible assets as at September 30, 2009 is substantially in line with the
balances recorded as at December 31, 2008, because during the first nine months of
the year no value adjustments were recorded to the goodwill values that constitute
79% of the total of the item. The changes related to the goodwill values that took
place in the period pertain to exchange difference (€465 million) and sales (€45
million).
The increase recorded in 2008 is mainly due to the acquisition of Ukrsotsbank (€1.3
billion), to the squeeze-out (“acquisition of minority shares”) of HVB and BA (€0.8
billion), in addition to other minor changes, net of the permanent impairment of €750
million related to JSC Ukrsotsbank and to ATF.
An assessment made by a leading consultancy company confirmed the value of the
main trademarks recorded among the other intangible assets with unlimited duration
as at September 30, 2009.
Intangible assets with limited duration comprise mainly the client relationships, also
recorded as a result of the aforesaid business combinations, within the scope of the
fair value assessment of the acquired assets. The reductions recorded in recent years
and the reductions of the first nine months of 2009 are due to the depreciation of said
amounts on the basis of the useful life determined at the time they were recorded.
For additional details on intangible assets, see Section One, Chapter 5, Paragraph 5.2
of the Prospectus.
Provisions for risks and charges
(millions of €) % Change
Provisions for risks and
charges: breakdown 09.30.2009 12.31.2008 12.31.2007 12.31.2006 2009/2008 2008/2007 2007/2006
1. Company pension
funds 4,579 4,553 4,839 4,082 0.6% -5.91% 18.54%
2. Other provisions for
risks and charges 3,596 3,496 4,266 2,790 2.9% -18.05% 52.90%
2.1 Litigation 1,317 1,273 1,641 638 3.5% -22.43% 157.21%
2.2 Staff expenses 99 128 230 160 -22.7% -44.35% 43.75%
2.3 Other 2,180 2,095 2,395 1,992 4.1% -12.53% 20.23%
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Total 8,175 8,049 9,105 6,872 1.6% -11.60% 32.49%
The provisions for risks and charges for the first months of 2009 grew by 1.6%
relative to the end of 2008, with a slight increase in the provisions for other charges.
In particular, with respect to the use of provisions for staff expenses, provisions for
litigation increased (revocatory actions, pending lawsuits, personnel-related suits, etc.)
for 3.5% and those linked to other risks and charges for 4.1%.
As at December 31, 2008 there was a reduction in the same provisions for risks and
charges explained both by the change in company pension funds, and of the other
provisions for risks and charges, reduced as a result of the use of amounts previously
allocated, such as the €272 million settlement with the Parmalat group, concluded on
August 1, 2008.
The change between December 2006 and December 2007 is almost entirely due to the
merger with Capitalia. Net of Capitalia, the amount as at December 31, 2007 is €7,116
million, up €245 million, of which €187 million pertain to company pension funds.
Income Statement Data as at December 31, 2008, 2007 and 2006
(millions of €) % Change
CONSOLIDATED INCOME STATEMENT
(accounts) 12/31/2008 12/31/2007 12/31/2006 2008/2007 2007/2006
10. Interest and similar revenues 54,113 42,022 34,295 28.8% 22.5%
20. Interest and similar expenses (36,069) (28,057) (22,140) 28.6% 26.7%
30. Net interest income 18,044 13,965 12,155 29.2% 14.9%
40. Fee and commission income 11,125 11,354 9,967 -2.0% 13.9%
50. Fee and commission expense (2,032) (1,924) (1,619) 5.6% 18.8%
60. Net fees and commissions 9,093 9,430 8,348 -3.6% 13.0%
70. Dividends and similar income 1,666 1,056 824 57.8% 28.2%
80. Net trading income (2,522) 541 1,470 -566.2% -63.2%
90. Net hedging income 16 22 30 -22.7% -26.7%
100. Income (losses) from sale or repurchase of: 198 1,286 493 -84.6% 160.9%
a) loans and receivables (7) 14 17 -150.0% -12.5%
b) available-for-sale financial assets 170 1,275 479 -86.7% 166.2%
c) financial assets held to maturity - - 3 n.s. -100.0%
d) financial liabilities 35 (3) (6) -1300.0% -50.0%
110. Net income (loss) from financial assets and
liabilities at fair value (350) (4) 41 11566.7% -107.3%
120. Operating income 26,145 26,296 23,361 -0.6% 12.6%
130. Net write-downs/write-backs due to impairment of: (4,667) (2,330) (2,297) -100.3% 1.5%
a) loans and receivables (3,582) (2,141) (2,196) 67.3% -2.5%
b) available-for-sale financial assets (904) (113) (47) 700.0% 140.4%
c) financial assets held to maturity (77) (54) 1 42.6% n.s
d) other financial transactions (104) (22) (53) 395.2% -60.4%
140. Net income (loss) from financial business 21,478 23,966 21,065 -10.4% 13.8%
150. Net premiums 112 115 89 -2.6% 29.2%
160. Balance of other income/costs from insurance
business (86) (82) (68) 4.9% 20.6%
170. Net income (loss) from financial and insurance
business 21,504 23,999 21,086 -10.4% 13.8%
180. Administrative expenses (16,084) (14,201) (12,409) 13.3% 14.4%
a) staff expenses (10,025) (9,097) (7,860) 10.2% 15.7%
b) other administrative expenses (6,059) (5,104) (4,549) 18.7% 12.2%
190. Net allocations to provisions for risks and charges (254) (622) (765) -59.2% -18.7%
200. Net write-downs/write-backs of property, plant and
equipment (819) (841) (812) -2.6% 3.6%
210. Net write-downs/write-backs of intangible assets (714) (620) (557) 15.3% 11.3%
220. Other operating costs / income 995 883 597 12.7% 47.9%
230. Operating costs (16,876) (15,401) (13,946) 9.6% 10.4%
240. Income (loss) from equity investments 416 223 283 86.5% -21.2%
250. Net profit (loss) from fair value assessment of
property, plant and equipment and intangible assets (84) - - na. na.
260. Goodwill value adjustments (750) (144) (356) 420.8% -59.7%
270. Profit (loss) on disposal of investments 785 530 795 48.1% -33.3%
280. Profit (loss) before tax 4,995 9,207 7,862 -45.7% 17.1%
290. Income taxes for the year (466) (2,589) (1,790) 82.0% 44.6%
300. Profit (loss) from current operations after taxes 4,529 6,618 6,072 -31.6% 9.0%
310. Profit (loss) of disposal groups classified as held for
sale after taxes - - 56 n.a. n.s.
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320. Profit (loss) for the year 4,529 6,618 6,128 -31.6% 8.0%
330. Minority interests (517) (717) (680) -27.9% 5.3%
340. Parent company profit (loss) for the year 4,012 5,901 5,448 -32.0% 8.3%
Earnings per share (€) 0.304 0.533 0.527 -43.0% 1.1%
Diluted earnings per share (€) 0.304 0.532 0.525 -43.0% 1.5%
Interest and similar income and interest and similar expenses
(millions of €) % Change
Interest and similar income and
interest and similar expenses 12.31.2008 12.31.2007 12.31.2006 2008/2007 2007/2006
Interest income 54,113 42,022 34,295 28.77% 22.53%
Interest expense (36,069) (28,057) (22,140) 28.56% 26.73%
Net interest 18,044 13,965 12,155 29.21% 14.89%
The change in net interest between 2008 and 2007, i.e. 29.2%, and between 2007 and
2006, i.e. 14.9%, refers mostly to the Capitalia group. With reference to 2008, interest
dynamics are explained for the first part of the year by the growing trend in market
rates and loan volumes, whereas in the second half of the year the European Central
Bank actively intervened on the interbank market with a sharp cut in reference rates,
accompanied by a slight reduction in the volumes of allocations and in the related
margins.
With regard to the growth in net interest recorded in 2007, net of Capitalia and taking
into account minor changes in the scope of consolidation and the exchange rate effect,
it is mainly explained by the growth in allocation volumes as well as the rise in market
interest rates.
(millions of €) % Change
Interest and similar income: breakdown 12.31.2008 12.31.2007 12.31.2006 2008/2007 2007/2006
1. Financial assets held for trading 4,547 5,235 3,467 -13.1% 51.0%
2. Financial assets designated at fair
value 771 835 1,670 -7.7% -50.0%
3. Available-for-sale financial assets 1,325 1,061 910 24.9% 16.6%
4. Financial assets held to maturity 724 668 761 8.4% -12.2%
5. Loans to banks 7,736 4,308 3,797 79.6% 13.5%
6. Loans to customers 36,345 27,228 21,981 33.5% 23.9%
7. Hedging derivatives 780 815 -100.0% -4.3%
8. Financial assets sold but not
derecognised 2,244 1,465 724 53.2% 102.3%
9. Other assets 421 442 170 -4.8% 158.5%
Total 54,113 42,022 34,295 28.8% 22.5%
(millions of €) % Change
Interest and similar expenses:
breakdown 12.31.2008 12.31.2007 12.31.2006 2008/2007 2007/2006
1. Deposits from banks (9,116) (6,138) (4,796) 48.5% 28.0%
2. Customer deposits (11,761) (8,672) (6,467) 35.6% 34.1%
3. Securities in issue (11,203) (10,134) (7,439) 10.5% 36.2%
4. Held for trading financial liabilities (1,300) (1,344) (2,958) -3.3% -54.6%
5. Financial liabilities designated at fair
value (35) (42) (36) -19.0% 16.7%
6. Financial liabilities relating to assets
sold but not derecognised (962) (636) (341) 51.3% 86.5%
7. Other liabilities (1,049) (1,091) (103) -3.8% 959.2%
8. Hedging derivatives (643) - - n.a. n.a.
TOTAL (36,069) (28,057) (22,140) 28.6% 26.7%
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Total interest income is, for the three years, mainly due to the interest income accrued
from loans to customers for loans, which in recent years always accounted for two-
thirds of the total (64% in 2006, 65% in 2007, and 67% in 2008).
Variations between 2008 and 2007 and between 2007 and 2006 were both affected by
the merger with the Capitalia group, which entailed consolidation for the entire year in
2008 and for 3 months in 2007. Moreover, the changes recorded in both years benefit,
through the third quarter 2008, from the growth in volumes traded and rates.
The entries “held for trading financial assets”, “available-for-sale financial assets”,
“financial assets held to maturity”, “Loans to banks”, “Loans to customers” e
“financial assets designated at fair value” also includes the interest income deriving
from titles of said portfolios used in repurchase agreements.
On the interest expense side, the prevalent component is made up of interest on
securities in issue, which in the different years varied between 34% of total in 2006
and 31% of total in 2008.
The interest expense component regarding “deposits from banks” and “customer
deposits” includes the interest expense deriving from repurchase agreements
stipulated with respect to ownership titles (assets sold but not derecognised).
As indicated for interest income, changes between 2008 and 2007 and between 2007
and 2006 were both affected by the merger with the Capitalia group, which entailed
consolidation for the entire year in 2008 and for three months in 2007. Lastly, the
dynamics of the growth in volumes traded and rates up to the third quarter 2008 also
apply with reference to interest expense.
The following table provides the breakdown for interest income and expense in
relation to the average balance of the related asset and liability entries for the years
2008, 2007 and 2006.
(millions of €) 12.31.2008 12.31.2007 12.31.2006
Average Balances / Interest
income and expense
Assets
Average
balances 1 Interest
Average
interest
rate
- 221 -
Average
balances 1 Interest
Average
interest
rate
Average
balances 1 Interest
Average
interest rate
Performing assets
1. Financial instruments,
excluding loans 140,380 7,367 5.25% 152,805 7,799 5.10% 142,630 6,808 4.77%
2. Loans to banks 107,385 7,736 7.20% 95,492 4,308 4.51% 90,175 3,797 4.21%
3. Loans to customers 613,173 38,589 6.29% 473,731 28,693 6.06% 433,784 22,705 5.23%
Total performing assets 860,938 53,692 6.24% 722,028 40,800 5.65% 666,589 33,310 5.00%
Other assets 187,032 421 0.23% 154,110 442 0.29% 151,599 171 0.11%
Total average assets 2 1,047,970 54,113 5.16% 876,138 41,242 4.71% 818,188 33,481 4.09%
Liabilities
Interest-bearing liabilities
1. Deposits from banks 176,336 9,116 5.17% 152,373 6,138 4.03% 141,374 4,796 3.39%
2. Customer deposits 401,654 12,723 3.17% 314,847 9,308 2.96% 280,556 6,808 2.43%
3. Issued securities 231,860 11,203 4.83% 206,989 10,134 4.90% 206,340 7,439 3.61%
4. Financial liabilities held for
trading at fair value 48,150 1,334 2.77% 57,617 1,386 2.41% 48,146 2,994 6.22%
Total interest-bearing
liabilities 858,000 34,376 4.01% 731,826 26,966 3.68% 676,416 22,037 3.26%

Other liabilities 3 129,102 1,693 1.31% 97,611 310 0.32% 100,356 -711 -0.71%
Shareholders’ equity 4 60,868 n.a. n.a. 46,701 n.a. n.a. 41,417 n.a. n.a.
Total assets, liabilities and
shareholders' equity 2 1,047,970 36,069 3.44% 876,138 27,276 3.11% 818,189 21,326 2.61%
Net interest income 18,044 1.72% 13,966 1.59% 12,155 1.49%
Credit – Debit spread for
customers and securities 2.51% 2.33% 2.30%
Performing assets – interestbearing
liabilities spread 2.23% 1.97% 1.74%
1 Average balances calculated on the basis of quarterly data.
2
The imbalance in the income statement entry relating to hedging derivatives is conventionally reported to adjust the interest expense balance.
3
Includes hedging derivatives.
4
Inclusive of minority equity.
The figures can be summarised as follows:
(millions of €)
Average interest rate and
% Change
net interest income 12.31.2008 12.31.2007 12.31.2006 2008/2007 2007/2006
Total average performing assets 860,938 722,028 666,589 19.2% 8.3%
Total average interest-bearing liabilities 858,000 731,826 676,416 17.2% 8.2%
Net interest income 18,044 13,966 12,155 29.2% 14.9%
Average rate on performing assets 6.24% 5.65% 5.00% 0.59 0.65
Average rate on interest-bearing liabilities 4.01% 3.68% 3.26% 0.33 0.42
Net interest rate 2.23% 1.97% 1.74% 0.26 0.23
Net interest margin 2 1.72% 1.59% 1.49% 0.13 0.10
1
Net interest rate is calculated as the difference between the average rate on assets and the average rate on interest-bearing
liabilities.
2
Net interest income is the ratio between total net interest income and average assets.
Fee and commission income and fee and commission expense
(millions of €) % Change
Net fees and commissions 12.31.2008 12.31.2007 12.31.2006 2008/2007 2007/2006
Fee and commission income 11,125 11,354 9,967 -2.0% 13.9%
Fee and commission expense (2,032) (1,924) (1,619) +5.6% +18.8%
Total 9,093 9,430 8,348 -3.6% 13.0%
Net fees and commissions in 2008 were affected by the economic crisis that caused a
significant reduction in volumes traded. The slight reduction that can be noted from
the above consolidated data must take into appropriate account that the year 2007
included the contribution of the Capitalia Group, acquired on October 1, 2007, for
only three months. This 3.6% reduction based on historical data would have been of
the order of about 16% with a like-for-like scope of consolidation.
The change between 2007 and 2006 net of the 8% contribution of the Capitalia group
is due in particular to the area of asset management, custody and administration and of
collection and payment services.
(millions of €) % Change
Revenues from fees: breakdown 12.31.2008 12.31.2007 12.31.2006 2008/2007 2007/2006
a) guarantees issued 536 461 401 16.3% 15.0%
b) credit derivatives
c) management, brokerage and consulting
10 17 10 -41.2% 88.9%
services 5,446 5,989 5,077 -9.0% 18.0%
d) collection and payment services 2,001 1,800 1,670 11.2% 7.8%
e) servicing for securitisation transactions 45 129 80 -65.1% 61.3%
f) services for factoring transactions
g) operation of tax collection and receiving
95 71 50 33.8% 42.0%
offices - - - n.a. n.a.
h) other services 2,992 2,887 2,679 3.6% 7.8%
Total 11,125 11,354 9,967 -2.0% 13.9%
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(millions of €) % Change
Fee and commission expense: breakdown 12.31.2008 12.31.2007 12.31.2006 2008/2007 2007/2006
a) guarantees received (138) (108) (84) 27.8% 28.6%
b) derivatives on receivables (44) (25) (6) 76.0% 316.7%
c) management and brokerage services: (1.035) (932) (726) 11.1% 28.4%
d) collection and payment services (459) (420) (370) 9.3% 13.5%
e) other services (356) (439) (433) -18.9% 1.4%
Total (2,032) (1,924) (1,619) 5.6% 18.8%
The component of the fee and commission income related to “management and
brokerage services” mainly comprises commissions deriving from financial
instrument and currency trading services, from the individual and collective asset
management service, as well as from the securities distribution and placement services
and distribution of services to third parties; it also includes the commissions correlated
to the distribution of insurance products.
The “other services” item is mainly made up of lending services to ordinary
customers, of the service of organising loans to transactions and services abroad and
of package accounts.
The 2% reduction recorded in 2008 relative to 2007 results from a generalised
reduction in fee and commission income, mostly evident with reference to
management, brokerage and consulting services linked to derivatives on receivables
and servicing for securitisation transactions; these reductions were offset to a great
extend by the first consolidation of the Capitalia group for a whole year.
The positive change recorded in 2007 relative to 2006 is partly due to the effects of
the first consolidation of the Capitalia group.
With regard to “fee and commission expense”, the “management and brokerage
services” entries is mainly due to the services received for trades in financial
instruments and currencies, to securities custody and administration services; to
financial instruments (mainly investment funds) placement services, to services
pertaining to the outside offer of securities, products and services and to the
commissions paid for asset management, with particular reference to third-party
portfolios. The “other services” component refers mainly to the loans received and to
the organisation of such loans, to the securities service, to relationships with credit
institutions and to the lending of securities.
The 6% growth in fee and commission expense recorded in 2008 compared to 2007 is
mostly due to the effects of the first full-year consolidation of the Capitalia Group into
UniCredit. In this context, there was a generalised reduction in fee and commission
expense, evident mostly with reference to management and brokerage services.
The positive change recorded in 2007 compared to 2006 is partly due to the effects of
the first consolidation of the Capitalia Group.
(millions of €) % Change
Net trading income: breakdown 12.31.2008 12.31.2007 12.31.2006 2008/2007 2007/2006
Debt securities, loans and correlated derivative
instruments 1,649 968 443 70.2% 118.5%
Equities, units of collective investment
undertakings and correlated derivatives (5,391) (584) 738 823.1% -179.1%
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Other traded financial instruments and
correlated derivatives 1,220 157 289 677.7% -45.7%
Total (2,522) 541 1,470 -566.2% -63.2%
The year as at December 31, 2008 recorded a €2,522 million loss from trading
activities; this trading loss comprises mainly the negative assessment result (€-302
million) to which is assed the negative result deriving from the trading activity
(€1,958 million) and, for the residual amount, from the loss on exchanges and gold (€-
262 million). The above table shows that the net loss is mostly caused by equities,
units of collective investment undertakings and correlated derivatives (€-5,391
million); this result in particular is made up of the negative impact of trading activities
for €4,741 million (of which 78% on equities and correlated derivatives and for the
remaining 22% on collective investment undertakings) and, for the remainder, of the
net effect of the assessment activity for €650 million.
With reference again to the year ended as at December 31, 2008, the positive result
related to debt securities, loans and correlated derivative instruments (deriving for
€183 million from the valuation component and for €1,466 from the trading activity)
must be read in light of the reclassifications made in compliance with the provisions
of IAS 39; this entailed the possibility of transferring to the categories “Loans and
Receivables” and “financial assets held to maturity” those instruments for which
determined characteristics existed. The overall effect of this reclassification on trading
income was to reduce losses by €2,287 million. Lastly, considering that a material part
of the negative results recorded in this item are due to the Markets & Investment
Banking business segment, the subsequent sections of this Chapter illustrate the
dynamics that led to certain results in the individual business segments.
During 2007, the result of the trading activity saw a substantial contribution by the
activity in debt securities, mostly thanks to the results deriving from the component of
the derivatives that are correlated to them. The equity component was affected by the
turbulent market conditions and for the part of equities and related derivatives
recorded overall losses for €914 million compared to €329 million in income on
collective investment undertakings.
In 2006, with a positive performance of the debt securities segment, the equity
component also performed well, enabling the recording of particularly positive
income with reference to collective investment undertakings (€574 million).
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Net hedging income (loss)
(millions of €) % Change
Net hedging income (losses): breakdown 12.31.2008 12.31.2007 12.31.2006 2008/2007 2007/2006
A. Income related to:
A.1 Fair value hedging derivatives 4,535 771 552 488.1% 39.7%
A.2 Hedged financial assets (fair value) 1,839 102 452 1702.9% -77.4%
A.3 Hedged financial liabilities (fair
value) 501 820 753 -38.9% 8.9%
A.4 Cash flow hedge derivatives 3 1 - 200.0% n.a.
A.5 Foreign currency assets and
liabilities 1 - - n.a. n.a.
Total hedging income (A) 6,879 1,694 1,757 306.1% -3.5%
B. Expenses related to:
B 1. Fair value hedging derivatives (3,518) (1,213) (1,328) 190.0% -8.7%
B 2. Hedged financial assets (fair value) (538) (333) (359) 61.6% -7.2%
B 3. Hedged financial liabilities (fair
value) (2,799) (123) (39) 2175.6% 215.4%
B.4 Cash flow hedge derivatives (4) (3) (1) 33.3% 200.0%
B 5. Foreign currency assets and
liabilities (4) - - n.a. n.a.
Total hedging expenses (B) (6,863) (1,672) (1,727) 310.4% -3.2%
C. Net hedging income (losses)
(A - B) 16 22 30 -27.3% -26.7%
The hedging to which the entry refers, taking into account the reference volumes,
yielded differentials of marginal amounts in view of the overall effectiveness of the
activities conducted and in line with the Group’s policies for managing value-at-risk.
Income (losses) from sale/repurchase
(in millions of €) % Change
Income (losses) from sale/repurchase:
breakdown of the net income (losses) 12.31.2008 12.31.2007 12.31.2006 2008/2007 2007/2006
Financial assets
1. Loans to banks 2 - - n.a. n.a.
2. Loans to customers (9) 14 17 -164.3% -17.6%
3. Available-for-sale financial assets 170 1,275 479 -86.7% 166.2%
3.1 Debt securities (62) 29 50 -313.8% -42.0%
3.2 Equities 235 1,218 422 -80.7% 188.6%
3.3 Units in collective investment
undertakings (3) 12 6 -125.0% 100.0%
3.4 Loans - 16 1 -100.0% 1500.0%
4. Financial assets held to maturity - - 3 0% 100%
Total assets 163 1,289 499 -87.4% 158.3%
Financial liabilities
1. Deposits from banks - - - n.a. n.a.
2. Customer deposits 55 - - n.a. n.a.
3. Securities in issue (20) (3) (6) 566.7% -50.0%
Total liabilities 35 (3) (6) n.s. -50.0%
Net income (losses) from sale/repurchase 198 1,286 493 -84.6% 160.9%
During 2008, the net income from sale/repurchase on financial assets derived from the
opposite effect of income for €653 million and losses for €490 million, with net
income of €163 million. In particular in 2008 the income originates mainly from the
net result of the sale of equities with losses of €297 million and income of €532
million, of which €372 million deriving from the sale of equity investments. The
amount is mostly comprised of the profits from Atlantia (€156 million), Attijariwafa
Bank (€83 million), Mastercard (€42 million), Speed S.p.A. (€19 million), Visa (€20
million) and Euroclear (€19 million).
With reference to financial assets, as at December 31, 2007 the net results set out
above comprised income of €1,477 million versus losses for €188 million. For 2007,
income on the sale of available-for-sale assets includes net income of €931 million on
the sale of equity investments. This amount is mainly made up of the income on the
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sale of Mediobanca (€603 million), Borsa Italiana (€188 million), Fiat (€127 million)
and Commercial Union Poland (€47 million).
Lastly, with reference to financial assets, as at December 31, 2006 income amounted
to was €747 million and losses to €248 million. In 2006, income from sales of
available-for-sale assets included net income of €355 million on the sale of equity
investments; this amount was mainly comprised of the income on the sale of Munich
RE (€172 million), Euroclear (€51 million), Lufthansa (€35 million) and Immobiliare
Lombarda (€19 million).
Net change in value of financial assets/liabilities designated at fair value
(in millions of €) % Change
Net change in value of financial
assets/liabilities designated at fair value 12.31.2008 12.31.2007 12.31.2006 2008/2007 2007/2006
Debt securities, loans and correlated
derivative instruments (317) (116) 93 -173.3% -225.8%
Equities, units of collective investment
undertakings and correlated derivatives (41) 94 (146) -143.6% 164.4%
Other traded financial instruments and
correlated derivatives 8 18 94 -55.5% -80.9%
Total (350) (4) 41 n.s. -109.8%
In 2007 and 2008, the net income and loss effect of the financial assets/liabilities
designated at fair value was negative (€ 350 million in 2008 and € 4 million in 2007),
compared to income of € 41 million in 2006. The 2008 result is consequent to the
income from the components “Financial assets” and “Financial liabilities”
respectively for € 331 million and € 175 million, while an overall loss of € 861
million was recorded on derivative products from a management viewpoint connected
to the mentioned financial instruments. Sales proceeds were positive for € 549 million
while the valuation result (gain/loss) recorded a loss of € 904 million. In this context,
exchange differences led to a profit of € 5 million.
The net loss recorded in 2007 was mainly the result of the negative contribution of the
debt instruments and loans segment, which during the previous period had recorded
income instead. The positive result for 2006, with income of € 41 million, was
characterised by profit related to the debt securities segment, mainly resulting from
the derivative contracts component.
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Administrative expenses for personnel
(in millions of €) % Change
Administrative expenses for personnel:
breakdown 12.31.2008 12.31.2007 12.31.2006 2008/2007 2007/2006
1) Employees (9,796) (8,890) (7,689) 10.2% 15.6%
2) Other personnel (193) (171) (144) 12.9% 18.8%
3) Directors (36) (36) (27) 0.0% 33.3%
Total (10,025) (9,097) (7,860) 10.2% 15.7%
In 2008 staff expenses, amounting to € 10.0 billion, grew about 10%, due to the
consolidation of the Capitalia Group for the entire year 2008, while for 2007 this
effect had only been recorded starting from October 1. Over the past two years, the
Group initiated rationalisation actions consequent to the integration with the Capitalia
Group, which started to show their benefits in the income statement, and reduced the
variable component of compensation by effect of the lower-than-expected results. The
item includes extraordinary costs for leaving incentives, i.e. € 107 million in 2008
related in particular to the aggregation with the Capitalia Group and for € 887 million
in 2007 related in particular to the aggregation with the Capitalia Group and for € 15
million in 2006 related to integration with the HVB Group. These amounts are
reclassified in the “Merger costs” item of the reclassified income statement.
The increase between 2007 and 2006 is explained by the staff expenses of the
Capitalia group of the fourth quarter 2007 and by the aforementioned merger costs.
The change net of the merger costs and Capitalia costs, also taking into account the
smaller variations of the consolidation area and of the exchange effect, would have
brought about a limited reduction. The latter reduction was due mainly to the positive
effects deriving from the reform of complementary pension schemes in Italy, which
led to a positive effect of € 127 million in allocation to the employee severance
indemnity, and from the change in the pension scheme of the subsidiary BA, which
led to a positive effect of € 163 million in allocation to company pension funds. To
the above are also added the initiatives to optimise the resources employed and the
reduction in the variable compensation of the Markets & Investment Banking business
segment, which as a whole more than offset the cost increases in CEE countries,
linked to network expansion initiatives.
Other administrative expenses
(in millions of Euros) % Change
Other administrative expenses:
breakdown 12.31.2008 12.31.2007 12.31.2006 2008/2007 2007/2006
1) Indirect taxes and duties (527) (348) (289) 51.4% 20.4%
2) Miscellaneous costs and expenses (5,532) (4,756) (4,260) 16.3% 11.7%
a) advertising, marketing and
communication expenses (495) (527) (547) -6.1% -3.6%
b) expenses related to credit risk (239) (132) (91) 81.1% 45.1%
c)indirect expenses related to
personnel (447) (390) (330) 14.6% 18.2%
d) information communication
technology expenses (1,398) (1,199) (1,073) 16.6% 11.7%
e) consulting and professional
services (412) (470) (397) -12.3% 18.4%
f) Real estate expenses: (1,306) (1,073) (951) 21.7% 12.8%
g) other functioning costs (1,235) (965) (871) 28.0% 10.8%
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Total (1+2) (6,059) (5,104) (4,549) 18.7% 12.2%
The item “Miscellaneous costs and expenses" includes extraordinary expenses in the
three financial periods, forming part of the items in the preceding table, linked to
mergers with the HVB and Capitalia Groups included in the item “integration costs”
in the reclassified income statement. Said expenses amounted to € 118 million in
2006, connected to the process of integration of the HVB Group, and to € 167 million
in 2007, predominantly attributable to the merger with Capitalia. These expenses
totalled € 40 million in 2008, consistent with completion of the integration of the
different structures.
Changes in miscellaneous costs and expenses between 2007 and 2008 and between
2006 and 2007 were largely due to the other administrative expenses of the Capitalia
Group included for the entire 2008 financial year, Q4 2007 and not included in 2006
as well as the integration costs mentioned above. A comparison between 2008 and
2007 on a like-for-like basis would have involved a marginal increase. This result is
due to the growth of Poland and the CEE through the opening of new branches
(particularly, in Turkey, Russia and Bulgaria) and due to acquisitions made in Ukraine
and Kazakhstan. The other business segments recorded a decrease in administrative
expenses.
Although impacted by the Capitalia merger, the 2007 results felt the effects of the
opening of new branches in CEE countries (in particular, Turkey, Russia and
Hungary), the development, within UniCredit, of projects whose value extends across
the Group (e.g. BIS II and Treasury) and the growth in business in certain segments
(Retail and Corporate in particular).
With regards to the breakdown of administrative expenses, it should be noted that
expenses related to advertising refer predominantly to communication via mass media
(€ 213 million in 2008, € 248 million in 2007 and € 238 million in 2006). Information
communication technology costs, as well as service costs also include telephone and
data transmission costs and the use of financial service providers.
Real estate expenses relate mainly to rents payable due to leasing (€ 687 million in
2008, € 580 million in 2007 and € 506 million in 2006) as well as the maintenance of
premises.
Write-downs of property, plant and equipment and intangible assets
(in millions of Euros) Net income % Change
Net write-downs of property, plant and
equipment 12.31.2008 12.31.2007 12.31.2006 2008/2007 2007/2006
A. Property, plant and equipment
A.1 Owned (812) (837) (806) -3.1% 3.8%
- instrumental assets (735) (743) (716) -1.1% 3.8%
- for investment (77) (94) (90) -18.1% 4.4%
A.2 Acquired under financial lease (7) (4) (6) 75.0% -33.3%
- instrumental assets (7) (4) (6) 75.0% -33.3%
- for investment - - - n.a. n.a.
Total (819) (841) (812) -2.6% 3.6%
Depreciation showed a steady trend in the three years under review, whose variations
net of the integration costs cited above and based on like-for-like scope of
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consolidation were attributable solely to the already mentioned commercial expansion
in CEE countries.
As regards the 2006 and 2007 financial years, it should be pointed out that writedowns
on property, plant and equipment included some effects arising from the
business combinations with the Capitalia and HVB Groups; said non-recurring values
amounted to € 5 million in 2006 (related to the integration with the HVB Group) and
€ 53 million in 2007 (related, in particular, to the business combination with the
Capitalia Group). Owing to their nature, these were included in the item “Integration
costs" in the reclassified income statement.
(in millions of Euros) Net income % Change
Net write-downs of intangible assets 12.31.2008 12.31.2007 12.31.2006 2008/2007 2007/2006
A. Intangible assets
A.1 Owned (714) (620) (557) 15.2% 11.3%
- Generated internally by the
company (93) (71) (102) 31.0% -30.4%
- Other (621) (549) (455) 13.1% 20.7%
A.2 Acquired under financial lease (1) - - n.a. n.a.
Total (715) (620) (557) 15.3% 11.3%
The increase in adjustments for 2008 was mainly due to the effect of consolidation of
the Capitalia Group for an entire year as opposed to only three months in the previous
year. In addition, it should be noted that in 2007 the item included extraordinary
integration costs totalling € 108 million related, in particular, to the business
combination with the Capitalia Group and € 35 million in 2006 relative to the
integration with the HVB Group. No costs of this nature were included in 2008.
Net of the Q4 contribution from the Capitalia Group, not included in 2006, and of
integration costs, net write-downs of intangible assets for 2007 amounted to € 486
million, a decrease of € 36 million compared to the previous year (net of HVB
integration costs).
Net provisions for risks and charges
(in millions of Euros) % Change
Net provisions for risks and charges:
breakdown
Litigation
Staff expenses
Other
Total
12.31.2008
(100)
(1)
(153)
(254)
12.31.2007
(200)
19
(441)
(622)
12.31.2006
(161)
(61)
(543)
(765)
2008/2007
-50.0%
-105.3%
-65.3%
-59.2%
2007/2006
24.2%
-131.1%
-18.8%
-18.7%
As at December 31, 2008, the net balance of provisions came from reallocations of
surplus funds set aside in previous periods amounting to € 575 million (€ 252 million
for litigation, € 323 million for other funds) and from new provisions totalling € 829
million (€ 351 million for litigation and € 476 million for other provisions). With
reference to litigation and other provisions, the provisions during the year derived
partly from litigation and claims relating to financial instruments and derivatives.
In 2007, provisions for litigation and claims relating to financial instruments and
derivatives were included, amounting to roughly € 210 million.
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Provisions in 2006 included extraordinary expenses related to the integration with the
HVB Group totalling € 292 million. In addition, provisions totalling € 60 million were
included for guaranteed rents on properties no longer occupied in Germany.
Other operating costs and income
(in millions of Euros) % Change
Other operating costs: breakdown
12.31.2008 12.31.2007 12.31.2006 2008/2007 2007/2006
Financial leasing: potential leasing
rents recorded as expense in the year
Costs for operating leases
(89)
(1)
(65)
-
(43)
-
36.9%
n.a.
51.2%
n.a.
Non-deductible tax and other tax
charges
Other
Total other operating costs
(7)
(506)
(603)
(9)
(417)
(491)
(11)
(429)
(483)
22.2%
21.6%
22.8%
18.2%
2.8%
1.7%
Other operating income: breakdown
A) Recovery of costs 557 360 284 54.7% 26.8%
B) Other Income 1,041 1,014 796 2.6% 27.5%
Revenue from administrative
services 180 125 65 42.9% 93.8%
Reversals of valuation reserves
relating to non-financial asset
and liability cash flow hedging - - - n.a. n.a.
Revenues on rentals from real
estate investments (net of
operating costs) 179 121 127 47.9% -4.7%
Revenues from operating leases 156 248 191 37.1% 29.8%
Recovery of miscellaneous costs
paid in previous years 20 26 9 -23.1% 188.9%
Other 506 494 404 2.6% 22.3%
Total operating income (A)+(B) 1,598 1,374 1,080 16.2% 27.3%
Other net income and costs 995 883 597 12.6% 47.9%
The item "other" regarding operating expenses includes the write-downs on
improvements to third party assets (€ 53 million as at December 31, 2008, € 34
million as at December 31, 2007 and € 30 million as at December 31, 2006).
The remaining income in the item Other refers for € 156 million to other income from
financial leasing activities, connected in various ways to the management of contracts
and the underlying assets.
Net write-downs of loans
(in millions of Euros) % Change
12.31.2008 12.31.2007 12.31.2006 2008/2007 2007/2006
A. Loans to banks (269) 6 (8) n.a. n.s.
B. Loans to customers (3,313) (2,147) (2,188) +54.3% -1.9%
C. Total (3,582) (2,141) (2,196) +67.3% -2.5%
The year 2008 saw a marked increase in net write-downs of loans (+67.3%). The
changed economic scenario had its most considerable impact particularly in the
second half of the year. This affected the Group’s entire operations and was
particularly concentrated in CEE countries.
In 2007, net write-downs of loans were down by 2.5% (-8% net of the contribution of
Capitalia present only in Q4 2007), as a result of the improvement in credit processes
and the macroeconomic trend.
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The cost of credit risk (calculated as net write-downs on loans in relation to average
loans to customers) stood at 62 basis points in 2008, 44 basis points in 2007 and 51
basis points in 2006.
As at December 31, 2008 profits from the disposal of investments related principally
to properties transferred mainly by UniCredit Real Estate (€ 362.8 million), other
assets from the sale of branches in execution of the instructions from the Italian
Antitrust Authority, which made it possible to earn a capital gain (€ 304 million), in
addition to the disposal of equity investments/ assets no longer strategic: Bank BPH
SA (€ 107.4 million), Fimit (€ 25.2 million). In 2007, income from the sale of
investments related mainly to income from the sale of equity investments in Financial
Markets Service Bank (€ 292 million), Indexchange Investment (€ 139 million),
LocatRent (€ 21 million) and Pioneer Investments Funds Services (€ 17 million).
Income (loss) from equity investments
(in millions of Euros) % Change
Income (loss) from equity
investments: breakdown 12.31.2008 12.31.2007 12.31.2006 2008/2007 2007/2006
1) Jointly controlled companies –
Shareholders’ equity
A) Income - - - n.a. n.a.
B) Expenses - - - n.a. n.a.
Net income - - - n.a. n.a
2) Companies subject to
significant influence
A) Income 559 250 331 123.6% -24.5%
1. Revaluations 194 206 230 -5.8% -10.4%
2. Income from sale 365 41 99 790.2% -58.6%
3. Write-backs - 3 2 -100.0% 50.0%
4. Other increases - - - n.a. n.a.
B) Expenses (143) (27) (48) 429.6% 43.8%
1. Write-downs (97) (3) - n.a. n.a.
2. Write-downs due to
impairment (29) (15) (46) 93.3% -67.4%
3. Losses from disposal (17) (9) (2) 88.9% 350.0%
4. Other decreases - - - n.a. n.a.
Net income 416 223 283 86.5% -21.2%
Total 416 223 283 86.5% -21.2%
During 2008, income relating to companies subject to significant influence included
revaluations on companies valued with the equity method totalling € 194 million.
Contributions to this amount came mainly from Mediobanca (€ 41 million), Oberbank
(€ 37 million), CreditRas Vita (€ 29 million), Bank Fur Tirol und Voralberg (€ 23
million), BKS Bank (€ 16 million), Aviva (€ 15 million) and Osterreichische Kontroll
Bank (€ 10 million).
The gains on disposal of companies subject to significant influence on the whole
amounted to € 365 million and included, inter alia, gains on the disposal of Centrale
dei Bilanci (€ 94 million), Ganymed Immobilien M.B.H. (€ 57 million), Hypo
Stavebni Sporitelna (€ 46 million) and Budapesti Ertektozsde (€ 41 million).
The expenses of companies subject to significant influence included write-downs on
companies valued with the equity method amounting to € 97 million. Mainly CNP
UniCredit Vita (€ 60 million) and Ca Immobilien Anlagen (€ 6 million) contributed to
said amount.
Write-downs due to the impairment of companies subject to significant influence
amounted to a total of € 29 million, including, inter alia, those relative to UniCredit
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Factoring S.r.o. (€ 10 million), HVB Banca Pentru Locuinte (€ 8 million) and
Weilburg Grundstuck M.B.H. (€ 4 million).
As at December 31, 2007, income relating to companies subject to significant
influence included revaluations on companies valued with the equity method totalling
€ 206 million. Contributions to this amount came mainly from CreditRas Vita (€ 43
million), Oberbank (€ 30 million), Osterreichische Kontroll Bank (€ 30 million), Bank
fur Tirol und Voralberg (€ 25 million), Aviva (€ 19 million) and BKS Bank (€ 19
million). The income from sale of companies subject to significant influence on the
whole amounted to € 41 million and included, inter alia, those from the sale of Giro-
Bank Kartya (€ 11 million), Anica System (€ 5 million), Adria Bank (€ 4 million),
Aviso (€ 3 million) Synesis (€ 2 million) and Optima Financial Services (€ 2 million).
Write-downs due to impairment of companies subject to significant influence on the
whole amounted to € 15 million and included, inter alia, those relative to HVB Banca
Pentru Locuinte (€ 8 million ) and Internasyonal Turizm (€ 4 million).
As at December 31, 2006, income relating to companies subject to significant
influence included revaluations on companies valued with the equity method totalling
€ 230 million. Contributions to this total came mainly from Consortium (€ 51
million), CreditRas Vita (€ 38 million), Aviva (€ 13 million), CreditRas Assicurazioni
(€ 5 million), Synesis (€ 7 million), Oberbank (€ 31 million), Osterreichische Kontroll
Bank (€ 16 million), Bank fur Tirol und Voralberg (€ 22 million) and BKS Bank (€ 14
million). The income from sale of companies subject to significant influence on the
whole amounted to € 100 million and included, inter alia, those from the sale of Cassa
di Risparmio di Fossano (€ 20 million), Cassa di Risparmio di Saluzzo (€ 26 million),
Cassa di Risparmio di Bra (€ 19 million), Banca Cassa di Risparmio di Savigliano (€
13 million), Pirelli Pekao Real Estate (€ 4 million), Modus (€ 3 million) and Iniziative
Urbane (€ 3 million). Write-downs due to impairment of companies subject to
significant influence included an adjustment of € 30 million relating to Ramius, an
associate of HVB.
Income Statement Data as at December 31, 2006, 2007 and 2008 per business
segment
The key income statement data are shown below, broken down by business segment
on the basis of the reclassified income statement, as shown in section D of the
consolidated financial statements of the different reference financial years. It should
be pointed out that certain interim results may differ from the results in the accounts;
in order to check said differences, reference should be made to the reconciliation
between the financial statements and reclassified financial statements shown at the
end of this Chapter.
For the purposes of comparison, with reference to the financial year ended at
December 31, 2007, the following tables contain reconstructed data, i.e. include the
Capitalia group for the entire year despite the business combination being completed
on October 1, 2007. In this regard, it should be noted that, for comparative purposes,
the consolidated financial statements as at December 31, 2008 present a reclassified
income statement as at December 31, 2007 in the notes to the financial statements,
inclusive of the Capitalia group for the entire year despite the business combination
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eing completed on October 1, 2007. Lastly, it should be pointed out, for the purpose
of providing a more informative comparison relative to the performance in the last
two years (2007-2008), that the variations relating to 2006 and 2007 shown in the
following tables are less significant given that the first items are reconstructed data
including the effect on the whole year of the merger with Capitalia while the 2006
amounts refer to the UniCredit group in its original structure. As a result, in the
comments on the 2006-2007 changes, where significant and determinable, provision
has been made to give an indication of the changes that took place based on like-forlike
data, i.e. excluding the effect of Capitalia consolidation for 2007.
Lastly, it should be pointed out that, an examination of the performance per business
segment was carried out based on the organisational model adopted in financial years
2007-2008, which envisaged the identification of Retail, Corporate, Private Banking,
Asset Management, Markets & Investment Banking, Poland’s Markets and Central-
Eastern Europe. Data for business segments as at December 31, 2006 were obtained
from the Financial Statements for year ended December 31, 2007 which saw the
division of the results of the Private and Asset Management segments that were
previously combined. Therefore, said data per business segment as at December 31,
2006 was not subject to auditing. However, the methods for restating this data and the
information presented in the Notes to the Financial Statements, as regards the changes
made, were examined by the External Auditors for the purposes expressing their
opinion on the Consolidated Financial Statements as at December 31, 2007, and so as
shown in the report issued on April 9, 2008.
The presentation of the results is carried out on the basis of the reclassified income
statement for which the reconciliation with the accounts is shown at the end of this
Chapter.
( in millions of Euros) % Change
RECLASSIFIED
CONSOLIDATED INCOME
STATEMENT 2008
- 233 -
2007
Reconstruct
ed 2006 2008/2007 2007/2006
2007
historical
Net interest 18,373 16,199 12,155 13.4% 33.3% 13,965
Dividends and other income from
equity investments 1,012 920 705 10.0% 30.5% 878
Net interest income 19,385 17,119 12,860 13.2% 33.1% 14,843
Net fees and commissions 9,093 10,694 8,347 -15.0% 28.1% 9,430
Trading, hedging and fair value
income (1,980) 1,280 1,922 -254.7% -33.4% 1,057
Balance of other expenses/income 368 409 334 -10.0% 22.5% 563
Income from brokerage and other
income 7,481 12,383 10,604 -39.6% 16.8% 11,050
OPERATING INCOME 26,866 29,502 23,464 -8.9% 25.7% 25,893
Staff expenses (9,918) (9,670) (7,845) 2.6% 23.3% -8,210
Other administrative expenses (6,019) (5,790) (4,431) 4.0% 30.7% -4,938
Expense reimbursements 557 593 285 -6.1% 108.1% 360
Write-downs on property, plant and
equipment and intangible assets (1,312) (1,289) (1,267) 1.8% 1.7% -1,298
Operating costs (16,692) (16,155) (13,258) 3.3% 21.9% -14,086
OPERATING PROFIT 10,174 13,347 10,206 -23.8% 30.8% 11,807
Write-downs on goodwill (750) (1) (9) n.a. -88.9% -1
Provisions for risks and charges (344) (753) (473) -54.3% 59.2% -663
Integration costs (140) (1,308) (465) -89.3% 181.3% -1,174
Write-downs on loans and
provisions for guarantees and
commitments (3,700) (2,468) (2,233) 49.9% 10.5% -2,152
Net profit from investments 218 1,694 1,184 -87.1% 43.1% 1,533
PROFIT BEFORE TAX FROM
CURRENT OPERATIONS 5,458 10,510 8,209 -48.1% 28.0% 9,350
Income tax for the period (627) (3,221) (2,138) -80.5% 50.7% -2,732
NET PROFIT FROM CURRENT
OPERATIONS 4,831 7,289 6,072 -33.7% 20.0% 6,618
Profit (loss) of disposal groups
classified as held for sale after taxes - - 56 n.a. n.a. n.a.

PROFIT (LOSS) FOR THE
PERIOD 4,831 7,289 6,128 -33.7% 18.9% 6,618
Minority interests (518) (718 (680) -27.9% 5.6% (717)
NET PROFIT ATTRIBUTABLE
TO THE GROUP BEFORE PPA 4,313 6,571 5,448 -34.4% 20.6% 5,901
Economic effects of Capitalia PPA (301) (65) - 363.1% n.a. -
NET PROFIT ATTRIBUTABLE
TO THE GROUP 4,012 6,506 5,448 -38.3% 19.4% 5,901
An examination of the main profit components shows that, in 2008, the UniCredit
Group, similar to the leading financial institutions at global level, felt the effects of the
structural crisis in the global financial market, especially in the business segments
that, owing to their characteristics, were more exposed to volatility in the financial
markets, in particular Markets & Investment Banking and Asset Management.
As already shown, a comparison with the results in 2006 and 2007 was affected by the
merger with Capitalia which, for the purposes of the statement above was included for
the entire 2007 financial year. Growth in operating profit in 2007 compared with the
previous year would have amounted to 11.9% based on a constant perimeter (without
the contribution of Capitalia). Said growth was the result of a positive performance in
terms of revenues (net interest income up by 9.3%, net fees and commissions up by
8% net of Capitalia) against essentially stable operating costs, which remained almost
unchanged in 2007 if evaluated on the basis of a constant perimeter. Sustained
development in the 2006 and 2007 period impacted the overall operating trends of the
Group and organisation of the business segments (whose performance will be
commented on later), and so as illustrated in Section 9.2.1.
Net interest income, including dividends and other income from equity investments,
recorded a 13.2% increase in 2008 compared with the previous year, as a result of
positive developments in all business segments.
( in millions of Euros) % Change
Net interest income
(Reclassified)
Retail
Corporate
Private Banking
Asset Management
Markets & Investment
2008
7,247
4,758
574
53
2007
Reconstructed
6,829
4,297
480
56
2006
4,722
3,447
292
31
2008/2007
6.1%
10.7%
19.8%
-5.4%
2007/2006
44.6%
24.7%
64.4%
80.6%
Banking
Poland's Markets
Central Eastern Europe
2,398
1,317
1,725
1,211
1,137
1,206
39.0%
8.8%
51.7%
0.4%
(CEE)
Parent Company and other
3,068 2,151 1,756 42.6% 22.5%
companies* (30) 370 269 -108.1% 37.5%
Total
* Includes netting and writedowns.
19,385 17,119 12,860 13.2% 33.1%
Positive development was recorded in net interest income for all business segments
thanks, in particular, to the trends registered in 2008 in terms of volumes and interest
rates. The CEE business segment recorded a marked increase in particular (+42.6%),
due to both the entry of the ATF and Ukrosotsbank Groups, and to widespread growth
in all countries in which it operates, particularly in Russia and in the other four
European countries in which growth was especially high (Croatia, Turkey, Bulgaria
- 234 -

and Romania). Growth in the Poland’s Markets (+8.8%) business segment was, by
contrast, partly due to the trend in the exchange rate.
The increase registered by the Markets & Investment Banking (+39.0%) business
segment was also significant, which despite feeling the effects of a lower contribution
from dividends from private equity funds, affected by the market crisis, was able to
benefit from strengthening in Investment Banking (in particular, in relation to
financing), from results derived from interest rate risk management and the impact of
the reclassification effected following changes to IAS 39.
Although the contribution from the Private Banking business segment to the overall
total of net interest income fell (3%), it did record growth of 19.8% in its own net
interest income, driven by the increase in the volumes of deposits and repos deriving
from the customer’s preference for more liquid products.
The Corporate business segment recorded an increase of 10.7%, due to a rise in loans
to customers based on a selective approach aimed at improving the profitability of
capital used. The performance of the main countries in which the business segment
operates was almost homogeneous and the result of an increase in loans sustained by
consistent growth in deposits. In 2008, the segment was also able to benefit from
growth in leasing activities (+15.5% as regards net interest income). This result was
obtained thanks to the combination of units in Italy, Germany and Austria with
companies in the CEE, which allowed the group to transfer products and specific
know how and implement cross-border commercial strategies.
The Retail business segment saw a 6.1% increase, due to an expansion in the spread
on deposits in the presence of moderate growth in volumes, especially in the first part
of the year. In terms of net interest income, the result is also tied to a lower risk
propensity on the part of customers due to uncertainty in the financial markets, which
drove growth in direct deposits to the detriment of indirect deposits. In 2008, Germany
and Austria both consolidated their retail position.
With regards to the 2007 results, although the changes were of little significance
owing to the consolidation of Capitalia, it should be pointed out that the Retail
segment benefited from the increase in trading volumes and a rise in interest rates (the
1-month Euribor rose by 116 basis points compared to the 2006 average). Despite a
context of significant competition on the international markets, the result of the
Corporate segment benefited from the positive trend in volumes and the
aforementioned rise in reference interest rates. Despite being relatively high, growth
in the Private Banking business segment did not have an altogether decisive impact on
the Group's results. Its growth was due mainly to greater use of money market
products by its main customers.
The significant increase in the Markets & Investment Banking business segment in
2007 was driven mainly by Investment Banking activities, the Fixed Income area in
management of interest rates and dividends from private equity funds.
In 2007, the CEE business segment saw substantial growth, thanks to the favourable
development in loans and deposits, in particular in the Retail and Corporate markets in
Russia, the Czech Republic, Bosnia and Croatia. The Poland’s Market business
- 235 -

segment recorded a similar trend, benefiting from sustained growth in loans to
customers.
( in millions of Euros) % Change
Income from brokerage and other
income (Reclassified) 2008
- 236 -
2007
Reconstructed 2006 2008/2007 2007/2006
Retail 3,678 4,091 3,007 -10.1% 36.1%
Corporate 1,574 1,697 1,442 -7.2% 17.7%
Private Banking 840 1,029 775 -18.4% 32.8%
Asset Management 1,035 1,522 1,302 -32.0% 17.0%
Markets & Investment Banking (2,264) 1,504 1,958 -250.5% -23.2%
Poland's Markets 866 945 925 -8.4% 2.1%
Central Eastern Europe (CEE) 1,668 1,216 1,043 37.2% 16.6%
Parent Company and other
companies* 84 379 152 -77.8% 148.7%
Total 7,481 12,383 10,604 -39.6% 16.8%
* Includes netting and write-downs.
The deterioration in the financial markets, which partly favoured growth in direct
deposits, had a heavy impact on trading and other income, not only in terms of the
losses recorded in trading income, but also lower fee and commission flows,
especially in terms of assets under management. On the whole, trading and other
income stood at € 7,481 million, down by 39.6% compared with the reconstructed
year including Capitalia.
The trend per business segment shows a heavy loss incurred by Markets & Investment
Banking, whose income fell from € 1,504 million to € -2,264 million.
The main components of trading and other income, or the trading, hedging and fair
value income and net fees and commissions, both fell in the period in question; in
particular, trading, hedging and fair value income moved from a profit in the previous
period to a loss of almost € 2 billion and net fees and commissions recorded a drop of
15% in relative terms but € 1.6 billion in absolute terms.
As regards trading, hedging and fair value income, the reasons for the loss were
predominantly attributable to the Markets & Investment Banking business segment
which, in all its lines of business, suffered from the negative market trend in 2008.
The business segment, which in 2007 recorded income of € 827 million, registered a
loss of € 2,586 million in 2008, especially in the fourth quarter as a result of the
gradual erosion of its revenues and simultaneous write-down of its assets. The
performance of activities in the Business Market line and, in particular, the credit
related segment, affected the end result.

( in millions of Euros) % Change
Net fees and commissions
(Reclassified)
Retail
Corporate
Private Banking
Asset Management
Markets & Investment Banking
Poland's Markets
Central Eastern Europe (CEE)
Parent Company and other companies*
Total
* Includes netting and write-downs.
2008
3,719
1,441
817
1,051
326
670
1,163
(94)
9,093
2007
Reconstructed
4,053
1,471
981
1,548
626
841
929
245
10,694
2006
3,022
1,209
755
1,288
462
840
723
49
8,348
2008/2007
-8.2%
-2.0%
-16.7%
-32.1%
-47.9%
-20.3%
25.2%
-138.8%
-15.0%
2007/2006
34.1%
21.7%
29.9%
20.3%
35.5%
0.1%
28.5%
400.0%
28.1%
Net fees and commissions, which represent a crucial component of income from
brokerage and other income, fell by 15% between 2007 and 2008, amounting to €
9,093 million. This component in particular felt the effects of the worsening in the
Markets & Investment Banking business segment, and in absolute terms the severe
downturn in the Asset Management and Retail business segment. CEE growth
constituted a unique exception in 2008 which, despite the profound differences
between the economic conditions in the different countries that make up the area,
benefited from the increase in the size of its network.
The decrease recorded by the Asset Management business segment in 2008 (€ -497
million based on a like-for-like scope of consolidation) is mainly due to the significant
reduction in specific assets (-34.1% of total financial assets, -35.1% with reference to
the fall in assets under management). Within this area, the reasons behind the decline
in returns are closely linked to turbulence in the markets in 2008. Specifically, the
drop in volumes, a direct cause of the reduction in the fees and commissions
component, is the result of both the negative performance in assets managed, and the
negative trend in net deposits due to a reduced customer propensity towards
investment. Similar trends characterised the performance of the Retail and Private
Banking business segments, both subject to a transfer from indirect deposit products
to direct deposit products.
The balance of "Other income and costs", another component of the income statement
item, income from brokerage and other income, was approximately at the same level
as the previous year, with quite a steady performance from all business segments,
excluding the retail segment (€ -97 million in 2008 including the effect of the
indemnity of holders of policies containing Lehman Brothers securities and for
dormant accounts) and the Markets & Investment Banking business segment (€ -3
million in 2008 against a positive result of € 50 million in 2007).
With regards to 2007 and its performance compared with the previous year, total
income from brokerage and other income recorded low growth (+0.3% excluding
Capitalia from 2007), due to the huge downturn in income from brokerage, which
offset the strong performance in fees and commissions and the balance of other net
income.
In terms of income from brokerage in 2007, compared with general stability in the
other business segments, Markets & Investment Banking had already recorded a
considerable slowdown resulting from the development of a scenario featuring market
- 237 -

turbulence and difficulty, as a result of which, in terms of income from brokerage, the
business segment could not fully benefit from completion of the integration between
the HVB and UBM structures.
Conversely, as regards fees and commissions in 2007, the Group recorded a strong
performance. The Retail and Corporate segments confirmed the levels of fees and
commissions reached in previous years (given the same scope of consolidation),
consolidating their position and the effectiveness of their commercial structures. The
increase recorded by the Private and Asset Management business segments was
instead related to the trend in underlying assets, up in 2007. The increase registered by
Markets & Investment Banking was due to the good results of structured finance,
origination and advisory activities (especially in the ECM segment) and the growth in
customer trading activities.
( in millions of Euros) % Change
Operating income (Reclassified)
Retail
Corporate
Private Banking
Asset Management
Markets & Investment Banking
Poland's Markets
Central Eastern Europe (CEE)
Parent Company and other companies*
Total
* Includes netting and write-downs.
2008
10,925
6,332
1,414
1,088
134
2,183
4,736
54
26,866
2007
Reconstructed
10,921
5,994
1,509
1,578
3,229
2,156
3,367
748
29,502
2006
7,729
4,889
1,067
1,332
3,095
2,132
2,799
421
23,464
2008/2007
0.0%
5.6%
-6.3%
-31.1%
-95.9%
1.3%
40.7%
-92.8%
-8.9%
2007/2006
41.3%
22.6%
41.4%
18.5%
4.3%
1.1%
20.3%
77.7%
25.7%
Given the result of net interest income and income from brokerage and other income,
the operating income at the end of 2008 had therefore fallen significantly compared
with the previous year. The reduction in the operating income is prevalently due to the
Markets & Investment Banking segment, which contributed only € 134 million in
2008, down by 96% against the same period in the previous year. A similar trend was
evident in the Asset Management business segment, although to a lesser extent (-
31%), it too subject to the negative market conditions that characterised most of 2008.
Said trends were only partially offset by solid growth in the CEE segment and the
other business segments whose result was essentially in line with the 2007 result
(+1.3% net of Parent company profit). With reference to the Corporate segment,
growth in profit was the result of the improvement in the net interest income which
offsets the drop in trading income. As regards its operating income, the Retail segment
discounted provisions made to the public fund of dormant accounts, as set out by the
decree introduced with the 2006 Finance Bill and the protection of customers holding
policies with underlying Lehman Brothers securities.
In 2007, as a result of significant growth in the net interest income and stability of
income from brokerage and other income, the operating income recorded an increase
of 5.5% net of the Capitalia contribution. In 2007, the Markets & Investment Banking
segment, net of the Capitalia contribution, registered a decrease given already more
exposed to volatility in the financial markets. The CEE segment recorded double-digit
growth of 20.3%.
The negative performance of the Markets & Investment Banking segment is in
contrast to the positive development in the other business segments. In particular,
CEE and Poland’s Market benefited from the positive growth conditions on local
- 238 -

markets recorded in 2007 (Croatia, Turkey, Bulgaria and Romania). The Corporate
segment in particular profited from the growth in operating lease volumes, while the
Private segment was driven by strong performances in Germany and Austria.
( in millions of Euros) % Change
Operating costs (Reclassified)
Retail
Corporate
Private Banking
Asset Management
Markets & Investment Banking
Poland's Markets
Central Eastern Europe (CEE)
Parent Company and other companies*
Total
2008
(7,319)
(2,039)
(892)
(508)
(1,421)
(1,060)
(2,233)
(1,220)
(16,692)
2007
Reconstructed
(7,327)
(1,975)
(895)
(652)
(1,611)
(972)
(1,729)
(995)
(16,156)
2006
(5,220)
(1,651)
(718)
(616)
(1,543)
(1,031)
(1,520)
(959)
(13,258)
2008/2007
-0.1%
3.2%
-0.3%
-22.1%
-11.8%
9.1%
29.1%
22.6%
3.3%
2007/2006
40.4%
19.6%
24.7%
5.8%
4.4%
-5.7%
13.8%
3.8%
21.9%
* Includes netting and write-downs. The item Parent Company and other companies includes Q4 of the former Capitalia Group
for the 2007 financial year.
The breakdown of operating costs per business segment shows that those which
suffered the most as a result of the market trends managed to lower operating costs,
although to a disproportionate extent.
Operating costs in the Retail segment were stable compared to the previous year but
down by 3% net of extraordinary effects (reform of Employee Severance Indemnity in
2007 and harmonisation of contributions for former Capitalia banks), thanks to
significant savings in Austria (-9%) and in Germany (-3%). The increase in the
Corporate segment (+3.3%) was due almost exclusively to staff expenses through
which, it should be specified however, 2007 was able to benefit from the positive
effect of the reform of Employee Severance Indemnity. The Private Banking segment
was essentially stable which, if considered net of changes in the perimeter, due to the
consolidation of Wealth Capital Management, and the effects of the reform of
Employee Severance Indemnity, would have recorded a decrease (-5% on a
homogeneous basis). The reduction in the Asset Management segment (-22%) was
due to the fall in both staff expenses and in other administrative expenses, partially
offset by the growth in amortisation and depreciation. Markets & Investment Banking
managed to achieve a reduction of € 190 million (-11.8%) due to more stringent cost
management which is even more significant in light of the general market conditions.
The increase registered by the Poland’s Markets segment was predominantly down to
the revaluation of the Zloty. Finally, as regards the CEE segment, growth was partly
connected with the expansion of the area involved. On a like-for-like basis, the
increase would equal 15%, however well below the growth in revenues, and mainly
linked to the network expansion program and investments aimed at developing
additional inter-regional synergies.
In 2007, operating costs remained essentially stable net of the costs relating to
Capitalia. Net of Capitalia, staff expenses recorded a decrease of 1.5%, also thanks to
the positive effect of the reform of Employee Severance Indemnity and the BA
pension fund, while total other expenses saw a 3.5% increase, partly due to expenses
for the development of CEE country networks.
- 239 -

The trends in operating income and operating costs led to a 23.8% fall in operating
profit in 2008, amounting to € 10,174 million, compared with € 13,347 million in
2007. The breakdown and development per business segment is shown below.
( in millions of Euros) % Change
Operating profit (Reclassified)
Retail
Corporate
Private Banking
Asset Management
Markets & Investment Banking
Poland's Markets
Central Eastern Europe (CEE)
Parent Company and other companies*
Total
* Includes netting and write-downs.
2008
3,606
4,293
522
580
(1,287)
1,123
2,503
(1,166)
10,174
2007
Reconstructed
3,594
4,019
614
925
1,618
1,184
1,638
(247)
13,346
2006
2,509
3,238
349
716
1,552
1,101
1,279
(538)
10,206
2008/2007
0.3%
6.8%
-15.0%
-37.4%
-179.5%
-5.2%
52.8%
372.0%
-23.8%
2007/2006
43.2%
24.1%
75.9%
29.3%
4.3%
7.5%
28.1%
-54.0%
30.8%
Consolidated operating profit felt the effects of the trends in its components shown
above. The group’s cost/income ratio (ratio between operating costs and operating
income) worsened (62% compared to 55% in 2007) mainly due to the negative
performance in revenues. The business segments which recorded the biggest decrease
in revenues were those with a more considerable impact on the reduction of operating
profit. Markets & Investment Banking, especially taking into account the small
operating income generated, and despite exhibiting a trend of cost control and
reduction, recorded an operating loss of more than € 1.2 billion. Asset Management,
whose cost/income ratio rose by 5.4% (from 41.3% in 2007 to 46.7% in 2008),
recorded a 37.4% decrease in terms of operating profit; it too, as already outlined
previously, suffered from a fall in trading revenues, in particular with reference to net
fees and commissions. Similar trends characterised the performance of the Private
Banking segment. By contrast, in 2008, the CEE segment made a positive contribution
to the operating profit, whose cost/income ratio improved in absolute terms, from
51.4% in 2007 to 47.1% (48.7% net of recent acquisitions whose contributions had a
favourable impact on the operating profit). This Issuer performs management and
coordination activities.
In 2007, the operating profit recorded growth of 11.9%, excluding the contribution
from Capitalia. The trend by business segment confirmed the positive performance of
all segments with the exception of Markets & Investment Banking, whose growth was
considerably lower than the average compared with the previous year. By contrast, the
other business segments, as illustrated in relation to the individual interim results,
recorded significant growth (particularly Retail, which in absolute terms, increased its
operating profit by more than € 1.0 billion).
( in millions of Euros) % Change
Profit before tax from current operations
(Reclassified)
Retail
Corporate
Private Banking
Asset Management
Markets & Investment Banking
Poland's Markets
Central Eastern Europe (CEE)
Parent Company and other companies*
Total
* Includes netting and write-downs.
2008
2,807
2,991
511
599
(2,186)
1,110
2,021
(2,395)
5,458
2007
Reconstructed
1,949
2,955
584
934
2,084
1,144
1,342
(482)
10,510
2006
1,343
2,367
330
667
1,535
999
1,051
(82)
8,210
2008/2007
44.0%
1.2%
-12.5%
-35.9%
-204.9%
-3.0%
50.6%
396.9%
-48.1%
2007/2006
45.1%
24.8%
76.9%
40.0%
35.8%
14.5%
27.7%
487.8%
28.0%
- 240 -

Gross profit therefore stands at € 5,458 million, posting a 48.1% reduction compared
to the reconstructed figure for December 2007, resulting from a contraction in the
Markets & Investment Banking and Asset Management business segments which
were offset by the results of Retail and CEE.
The change in the gross profit of the Retail business segment (+44.0%) is the
combined result of the trends linked to volumes and rates apparent in the first months
of 2008, which allowed a constant level of profitability to be maintained, and of the
strict control of operating costs as well as of the income from investments which
partially offset the greater write-downs of loans recorded (€ +229 million). The
Corporate segment offsets the greater allocations linked to transactions in derivatives
and the integration costs with the sale of non strategic assets and an improvement in
net write-downs of loans. Asset Management and Markets & Investment Banking
delivered results that are more noticeably negative above all by virtue of the trends
that contributed to the operating profit illustrated above. The growth in the CEE
segment is explained by the expansion in operations which fully offset the effects of
the greater write-downs recorded in the year.
Consolidated Income Statement for the Nine-Month Periods as at September 30,
2009 and as at September 30, 2008
An illustration is provided below of the Group’s economic performance with regard to
the first nine months of the year 2009. In order to be able to represent the changes
occurring on the basis of more comparable information, the reclassified income
statement as at September 30, 2009 is compared with the figures for the same period
of the previous year. The data as at September 30, 2008 have been taken from the
Consolidated Interim Report as at September 30, 2009 included through reference of
the Prospectus, and fully available on the website www.unicreditgroup.eu, represents
the latest expression of the PPA activities linked to the aggregation with the Capitalia
Group. Therefore, the data as at September 30, 2008 were not subject to auditing, but
the methods for restating this data, as regards to the write-downs made, were
examined by the External Auditors for the purpose of the limited audit of the
Consolidated Condensed Financial Statements as at September 30, 2009 and included
in the Consolidated Interim Report as at that date.
The Consolidated Condensed Financial Statements as at September 30, 2008 drawn up
for the purposes of the “Prospectus regarding the offer in option to shareholders and
the admission to listing on the Electronic Stock Market organised and managed by
Borsa Italiana S.p.A., on the Frankfurt Stock Exchange (Frankfurter
Wertpapierbörse) and on the Warsaw Stock Exchange (Gielda Papierów
Wartościowych w Warszawie SA) of 972,225,376 ordinary shares of UniCredit S.p.A.”
dated December 23, 2008, were subject to limited audit by the External Auditors,
which issued their report on December 18, 2008.
(in millions of Euro) % Change
RECLASSIFIED CONSOLIDATED INCOME
STATEMENT 09.30.2009 09.30.2008 2009/2008
Net interest 13,287 13,550 -1.9%
Dividends and other income from equity investments 221 579 -61.8%
Net interest income 13,508 14,129 -4.4%
- 241 -

Net fees and commissions 5,666 7,003 -19.1%
Net trading, hedging and fair value income 1,651 (730) n.s.
Net other income/costs 304 379 -19.8%
Income from brokerage and other income 7,621 6,652 14.6%
OPERATING INCOME 21,129 20,781 1.7%
Staff expenses (6,821) (7,533) -9.5%
Other administrative expenses (4,087) (4,443) -8.0%
Expense reimbursement 318 417 -23.7%
Write-downs of tangible and intangible assets (931) (959) -2.9%
Operating costs (11,521) (12,518) -8.0%
OPERATING PROFIT 9,608 8,263 16.3%
Write-downs on goodwill - - n.s.
Provisions for risks and charges (377) (179) 110.6%
Integration costs (321) (109) 194.5%
Net write-downs of loans and provisions for guarantees and
commitments (6,245) (2,372) 163.3%
Net profit from investments 15 13 15.4%
PROFIT BEFORE TAX FROM CURRENT
OPERATIONS 2,680 5,616 -52.3%
Income tax for the period (885) (1,476) -40.0%
NET PROFIT FROM CURRENT OPERATIONS 1,795 4,140 -56.6%
Profit (loss) of disposal groups classified as held for sale after
taxes - - n.a.
PROFIT (LOSS) FOR THE PERIOD 1,795 4,140 -56.6%
Minority interests (269) (407) -33.9%
NET PROFIT ATTRIBUTABLE TO THE GROUP 1,526 3,733 -59.1%
Economic effects of the Capitalia “Purchase Price Allocation”
1 (195) (226) -13.7%
NET PROFIT ATTRIBUTABLE TO THE GROUP 1,331 3,507 -62.0%
1 Mainly attributable to the Capitalia merger transaction.
The first nine months of the year as at September 30, 2009 closed with a profit of €
1,331 million, down by 62.0% compared to the same period of the previous year. This
result derives from the positive performance at operations level, i.e. the operating
profit, which has risen by 16.3% compared to September 30, 2008, offset by the
increased allocations for credit risks which have risen by over € 3.9 billion (+163.3%).
The main income statement aggregates are illustrated below on the basis of the
reclassified income statements set forth above.
The operating income has increased compared to the same period of 2008, rising from
€ 20,781 million to € 21,129 million, posting an increase of 1.7%. This result mainly
derives from the reduction in the net interest income and in net fees and commissions
(for a total of € – 1,958 million, i.e. -9.3%) against a return to profitability witnessed
in the net trading, hedging and fair value income.
(in millions of Euro) % Change
Operating income (Reclassified) 30.09.2009 30.09.2008 2009/2008
Retail 7,565 8,787 -13.9%
Corporate & Investment Banking 7,790 5,376 44.9%
Private Banking 587 704 -16.6%
Asset Management 524 875 -40.1%
Central Eastern Europe (CEE) 3,504 3,409 2.8%
Poland's Market 1,207 1,731 -30.3%
Parent company and other companies* (48) (101) -52.5%
Total
* Including netting and write-downs.
21,129 20,781 1.7%
The operating income has remained essentially stable compared to the same period of
the previous year, although it has undergone changes in the various business
segments, as well as in the components illustrated above. Specifically the considerable
reductions in margin for some business segments have been offset by a recovery of
profitability in others which have been able to benefit from more favourable market
conditions. In this context the Retail business segment recorded a downturn in profit,
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amounting to € 1,222 million in absolute terms or to 13.9%, which can be linked to
both the net interest income and the net fees and commissions. Similar trends have
affected the performance of the Poland’s Markets and CEE business segments, while
Private Banking and Asset Management have specifically undergone the effects of the
reduction in net fees and commissions caused by the trends in managed and
administered savings. The results posted by CIB are decidedly higher than the same
period of the previous years, thanks mainly to the recovery obtained by the brokerage
components and in particular the net trading, hedging and fair value income.
Moving on to examine the main income components, as mentioned above, it is
reported that during the first nine months of 2009 the net interest income experienced
an erosion (-4.4%) mainly attributable to the trends in interest rates in the two years
which led to a widening of spread in the first nine months of 2008 compared to the
opposite phenomenon of narrowing experienced in 2009.
(in millions of Euro) % Change
Net interest income (Reclassified) 30.09.2009 30.09.2008 2009/2008
Retail 4,870 5,601 -13.1%
Corporate & Investment Banking 5,925 5,179 14.4%
Private Banking 218 250 -12.8%
Asset Management 10 40 -75.0%
Central Eastern Europe (CEE) 2,238 2,297 -2.6%
Poland's Market 657 1,021 -35.7%
Parent company and other companies* (410) (259) 58.3%
Total 13,508 14,129 -4.4%
* Including netting and write-downs.
The Retail business segment, of which the downturn amounted to € 731 million, was
adversely affected by the negative performance of the net interest income, caused by
the sharp fall in interest rates, which intensified in Q3, bringing the EURIBOR to alltime
minimum levels (at the end of September, the 1-month EURIBOR fell below the
threshold of 50 basis points with an average decrease of 400 basis points in the first
nine months of 2009 compared to the same period of the previous year). This
phenomenon of progressive reduction of the market rates meant that it was impossible
to control the cost of customer deposits and this in turn had a negative effect on the
profitability of the Retail segment arising from the spread in deposits. A further factor
which caused a contraction in the net interest income, on the loans side, is represented
by the effect of the measures concerning abolition of the maximum overdraft
commission which penalised the Q3 results. These effects have modified the net
interest income’s contribution to the operating income for Q3 2009 to 64.4%
compared to the 63.7% recorded in the same period of the previous year.
The Private Banking net interest income has also been adversely affected by the same
trends, even if the volumes involved are different. In 2008 net interest income had
benefited from the distribution of dividends by companies of the Wealth Capital
Group located in Germany.
The reduction in the Poland’s Markets net interest income partly derives from the
exchange rate effect, that is, from depreciation of the Zloty against the Euro. The
trends in market rates, which have led to a progressive increase in costs of deposits
against a contraction in interest income, have had a considerable effect on Poland’s
Markets.
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As far as the CEE business segment is concerned, an increase was recorded, albeit a
marginal one in absolute terms, despite the rise in refinancing costs due to the adverse
economic trends.
Contrary to the other business segments, in 2009 CIB recorded an extremely positive
performance which offset the losses recorded by the other segments by 52.2%. This
trend in net interest income is to be attributed to the selective approach in new
disbursements, to an increase in profitability and to an increase in customer deposits,
which rose by a total of 10% (including the securities subscribed). The growth in the
CIB net interest income was at the same time adversely affected by the erosion of the
dividends component due to the 2009 performance of the Austria component and to
the excellent performance recorded in 2008 in Germany linked to distributions by
private equity funds.
With regard to income from brokerage and other income, the Group posted total
income of € 7.6 billion, up on the first nine months of 2008 but with a different
composition. While the trading, hedging and fair value income generated profits of €
1.7 billion against losses of € 730 million in 2008 (€ +2,381 million), in September net
fees and commissions recorded a downturn of 19%, falling from € 7 billion to € 5.7
billion in 2008. With regard to the latter it is however necessary to specify that the
Group was able to benefit, from as early as Q2, from a reversal of trend which was
consolidated in the last months, and which was the result of a greater propensity for
risk on the part of investors and of the gradual return to the stock market. The balance
of other income and costs (€ 304 million compared to the € 379 million in the first
nine months of 2008), while falling by 19.8% compared to the same period of the
previous year, has not had a decisive effect on income from brokerage and other
income.
Performance by business segment shows CIB to have posted a recovery mainly
deriving from the results in trading, increased for € 1,815 million, combined with the
growth in the Corporate Centre and CEE, has offset and exceeded the decreases
recorded in the other segments in the scope of revenue from brokerage and others
(totalling €1,056 million) which are mainly concentrated in the Asset Management
business segment
With regard to the total net interest income, the table below provides a breakdown of
the net interest income on the basis of the average reference equity components.
(in millions of €) 09.30.2009 09.30.2008
Average balances/Interest income and Average
expense
balances 1 Average interest Average
Interest rate balances 1 Average interest
Assets
Performing assets
Interest rate
1. Financial instruments, excluding loans 100,265 3,012 4.01% 146,083 5,751 5.25%
2. Loans to banks 88,109 1,371 2.07% 111,035 3,703 4.45%
3. Loans to customers 605,511 21,241 4.68% 606,449 28,741 6.32%
Total performing assets 793,885 25,624 4.30% 863,567 38,195 5.90%
Other assets 210,337 314 0.20% 183,967 510 0.37%
Total average assets 1,004,222 25,938 3.44% 1,047,534 38,705 4.93%
Liabilities
Interest bearing liabilities
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1. Deposits from banks 152,437 1,947 1.70% 174,889 5,016 3.82%
2. Customer deposits 382,391 5,249 1.83% 401,714 9,844 3.27%
3. Issued securities 205,588 5,532 3.59% 237,267 8,474 4.76%
4. Financial liabilities held for trading at
fair value 39,012 1,061 3.63% 48,147 920 2.55%
Total interest bearing liabilities 779,428 13,789 2.36% 862,017 24,254 3.75%
Other liabilities (2) 164,259 -935 -0.76% 124,095 1,149 1.23%
Shareholders’ equity 60,535 n.a. n.a. 61,422 n.a. n.a.
Total assets, liabilities and
shareholders’ equity 1,004,222 12,854 1.71% 1,047,534 25,403 3.23%
Net interest income
Credit-Debit spread for customers and
13,984 1.74% 13,302 1.69%
securities
Performing assets – interest bearing
2.23% 2.50%
liabilities spread 1.94% 2.15%
1
Average balances calculated on the basis of quarterly
data
2
Includes hedging derivatives
(in millions of €) % Change
Average net interest rate and net interest income 30.09.2009 30.09.2008 2008/2007
Total average performing assets 793,885 863,567 -8.1%
Total average interest-bearing liabilities 779,428 862,017 -9.6%
Net interest income 13,084 13,302 -1.6%
Average rate on interest bearing liabilities 2.36% 3.75% -1.39
Net interest rate 1 1.94% 2.15% -0.21
Net interest margin 1.74% 1.69% 0.05
1
The net interest rate is calculated as the difference between the average rate on assets and the average rate on interest-bearing
liabilities.
2
The net interest margin is the ratio between the total net interest income and average assets.
As apparent from the table above the trends in interest have been affected by the
changing economic and market scenarios.
(in millions of €) % Change
Income from brokerage and other income
(Reclassified) 09.30.2009 09.30.2008 2009/2008
Retail 2,695 3,186 -15.4%
Corporate & Investment Banking 1,865 197 846.7%
Private Banking 369 454 -18.7%
Asset Management 514 835 -38.4%
Central Eastern Europe (CEE) 1,266 1,112 13.8%
Poland’s Market 550 710 -22.5%
Parent company and other companies* 362 158 129.1%
Total 7,621 6,652 14.6%
* Including netting and write-downs.
The decrease in net fees and commissions concerned almost all the business segments.
It is mainly attributable to the management and administration of savings services (-
30.5%) which posted a negative low in their most important component, that is,
commissions on mutual investment funds (-38.9%), as a result of the generalised
reduction in reference assets due to the economic crisis. Accordingly the most
adversely affected business segment was Asset Management which was able to record
a slight recovery only in the last quarter during which the assets under management
increased by 5.7% due to the combined effect of deposits and the positive
performance. Similar trends were experienced in the Retail and Private Banking
business segments, although with less significant percentages. In the CEE area net
fees and commissions recorded a slight increase to € 780 million. Trends in the
various countries vary according to the relative importance of security trading and of
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the new, generally weak, issues, while commercial activities such as cash
management and commissions on loans have as a rule recorded favourable trends in
Private Banking.
(in millions of €) % Change
Net fees and commissions (Reclassified) 09.30.2009 09.30.2008 2009/2008
Retail 2,688 3,122 -13.9%
Corporate & Investment Banking 1,136 1,264 -10.1%
Private Banking 340 427 -20.4%
Asset Management 510 844 -39.6%
Central Eastern Europe (CEE) 780 857 -9.0%
Poland's Market 384 524 -26.7%
Parent company and other companies* (172) (35) 391.4%
Total 5,666 7,003 -19.1%
* Including netting and write-downs
With regard to the performance of the individual components making up the item net
fees and commissions, illustrated in the table below, in addition to the comments set
forth above on the investment services, more modest reductions with a lesser impact
have been recorded with regard to the other components which have in any case been
adversely affected by the reduced volumes.
(in millions of €) % Change
Net fees and commissions (Reclassified) 09.30.2009 09.30.2008 2009/2008
Asset management, custody and administration 2,216 3,190 -30.5%
asset management 155 247 -37.2%
collective investment undertakings 953 1,560 -38.9%
placement of insurance products 408 469 -13.0%
other securities area activities 700 914 -23.4%
Current accounts, loans and credit commitments 1,785 1,958 -8.9%
Collection and payment services 1,079 1,152 -6.3%
Currency trading and foreign service transactions 347 396 -12.4%
Other services 239 307 -22.1%
Total 5,666 7,003 -19.1%
The contribution of the trading, hedging and fair value income to operating income
was positive, with a profit of € 1,651 million against a total loss of € 730 million for
the same period of the previous year (taking into account the effects of reclassification
of securities from the trading portfolio to loans to customers and banks which allowed
capital of losses of € 866 million not to be recorded).
(in millions of €) % Change
Trading, hedging and fair value income
(Reclassified) 09.30.2009 09.30.2008 2009/2008
Retail 33 7 n.s.
Corporate & Investment Banking 644 (1,171) n.s.
Private Banking 4 1 n.s.
Asset Management 7 (6) n.s.
Central Eastern Europe (CEE) 428 157 n.s.
Poland's Market 151 123 22.8%
Parent company and other companies* 384 159 n.s.
Total 1,651 (730) n.s.
* Including netting and write-downs.
The result has specifically benefited from the return to profitability of CIB which
recorded a profit of € 644 million compared to a loss of € 1,171 million in the same
period of the previous year. This reversal of trend specifically derives from the
profitability generated by brokerage. An important contribution to the total trading
income has also been delivered by the CEE business segment, (€ 428 million with an
increase of € 271 million compared to September 30, 2008) while the remaining
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usiness segments have posted results which, in absolute terms, are essentially in line
with the same period of the previous year.
The recent evolution of the financial markets, whose trend, as indicated in the
premises of the present Chapter, are part of the factors that influence the Group
results, could demonstrate its effect during Q4 of 2009 and Q1 of 2010. In this
context, we refer, in particular, to the changed economic framework that characterised
the sovereign debt of Greece and Spain and the indebtedness of an important
economic-financial operator in Dubai that are forecasted to have negative effects on
revenues deriving from trading and Group operations in capital markets.
In the first nine months of 2009 operating costs stood at € 11,521 million, compared
to the € 12,518 million recorded in the same period of the previous year.
Staff expenses amounted to € 6,821 million, down by 9.5% compared to the first nine
months of 2008. Net of these effects and taking into account the changes in the scope
of consolidation and the exchanges rates, staff expenses recorded a reduction.
This decrease is attributable to the reduction in both headcount and in the variable
component of compensation (€ -280 million, -30% compared to September 2008).
Headcount (in terms of FTE) as at September 30, 2009 stands at 166,421 employees,
with a reduction of 8,097 employees since the beginning of the year and of 10,970
employees compared to September 2008. The decreases, compared to September
2008, have mainly been concentrated in the following business segments:
• Retail and CIB mainly as the outcome of integration activities and of retirements
arranged with staff of the former Capitalia Group, during Q1 2009;
• Asset Management (-262 employees) following the restructuring process of the
relevant companies;
• CEE and mainly in Ukraine, Poland’s Market, Kazakhstan and Turkey;
• Corporate Centres following the streamlining process under way and as a result of
the synergies produced by centralisation of the Information Technology and Back
Office.
Other administrative expenses, totalling € 4,087 million in the first nine months of
2009, recorded a reduction of 8% compared to the same period of the previous year.
The decreases related to operating expenses (€ -68 million), advertising, marketing
and communication expenses (€ -124 million), staff-related expenses (business trips,
training, rent for over € -76 million) and expenses relevant to ICT (-€67 million),
following policies to improve efficiency adopted by the Group also in view of the
difficult economic climate.
Expense reimbursements, equal to € 318 million, decreased by 23.7% compared to the
same period of 2008, concentrated in Retail, while write-downs of property, plant and
equipment and intangible assets, amounting to € 931 million, post a slight reduction of
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2.9%, mainly as a result of the greater amortisation and depreciation charges within
the Parent Company and Poland’s Markets.
A breakdown of operating costs by business segment shows that, where market trends
have had a greater adverse effect, reductions in operating costs have been recorded,
even if not on a proportional basis.
(in millions of €) % Change
Operating costs (Reclassified) 09.30.2009 09.30.2008 2009/2008
Retail (5,302) (5,686) -6.8%
Corporate & Investment Banking (2,477) (2,602) -4.8%
Private Banking (400) (413) -3.1%
Asset Management (351) (393) -10.7%
Central Eastern Europe (CEE) (1,439) (1,613) -10.8%
Poland's Market (634) (806) -21.3%
Parent company and other companies* (918) (1,005) -8.7%
Total (11,521) (12,518) -8.0%
* Including netting and write-downs.
The dynamics relevant to the overall operative costs and in particular, relevant to the
other administrative expenses recorded during the first three quarters of the financial
year are connected to the contingent evolution of the individual cost components. The
development of the costs over Q4 also presented specific peculiarities also connected
to seasonal factors and cannot be deduced from that which had accrued up to
September, 30 2009.
Operating costs of the Retail business segment have fallen by a total of 6.8%
following the positive effects of the initiatives directed at achieving greater efficiency
launched in the early months of 2009. This reduction is mainly attributable to staff
expenses which have fallen as a result of staff cuts, following the process to integrate
the former Capitalia banks into the Group, financed by a retirement plan commenced
in 2008 and directed at achieving greater efficiency. CIB also recorded a reduction in
operating costs (-4.8%) as a result of the actions taken by management for the
purposes of cost containing and of the effectiveness of the restructuring measures
implemented. The contraction has been recorded in both staff expenses (-7.6%) and in
operating costs (-3.3%). The reduction posted by Asset Management (-10.8%) is due
to both the reduction in staff expenses which have been positively affected by the turn
over to the profit and loss account of the bonuses of the previous year, allocated but
not paid in the absence of which staff expenses for Q3 2009 are essentially in line
with those of Q2, and by the fall in other administrative expenses (-14%). Again with
regard to the operating costs in Asset Management, it must be noted that in Q3 assets
for the subsidiary Vanderbilt were written down by € 5.9 million. The reduction in
operating costs recorded by Poland’s Markets is mainly attributable to the careful cost
containing policies implemented. Lastly with regard to the CEE segment, this was
also subject to radical cost cutting activity which promptly offset the downturn in
volumes arising from the current economic crisis.
The trends apparent in operating income and in operating costs have led to a 16.3%
recovery in operating profit which reached € 9,608 million, compared to € 8,263
million in the first nine months of 2008, with the following breakdown and change by
business segment.
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(in millions of €) % Change
Operating profit (Reclassified) 09.30.2009 09.30.2008 2009/2008
Retail 2,263 3,101 -27.0%
Corporate & Investment Banking 5,313 2,774 91.5%
Private Banking 187 291 -35.7%
Asset Management 173 482 -64.1%
Central Eastern Europe (CEE) 2,065 1,796 15.0%
Poland’s Market 573 925 -38.1%
Parent company and other companies* (966) (1,106) -12.7%
Total 9,608 8,263 16.3%
* Including netting and write-downs.
With regard to the operating profit, provisions for risks and charges of € 377 million
have been recorded, compared to the € 179 million of the first nine months of 2008,
and integration costs of € 321 million, compared to the reconstructed figure of € 109
million for September 2008.
For that which regards the allocations in the face of risks and charges and value
adjustments on the credit portfolios, we have provided, during Q4, to an overall
update of the relevant allocations to be defined on the basis of the year-end results of
the continuous monitoring of the individual postions.
In the first nine months of 2009 net write-downs of loans and provisions for
guarantees and commitments stand at € 6,245 million, up by 163% on the figures of
the same period of last year.
(in millions of €) % Change
Net write-downs of loans and of provisions for
guarantees and commitments (Reclassified) 09.30.2009 09.30.2008 2009/2008
Retail (1,386) (791) 75.2%
Corporate & Investment Banking (3,288) (1,068) n.s.
Private Banking (6) (2) n.s.
Asset Management - (3) n.s.
Central Eastern Europe (CEE) (1,221) (323) n.s.
Poland’s Market (91) (45) n.s.
Parent company and other companies* (253) (144) 75.7%
Total (6,245) (2,372) n.s.
* Including netting and write-downs.
With regard to trends in Net write-downs of loans and of provisions for guarantees
and commitments, information can be found in the previous part of this Chapter in the
section on trends in loans and related provisions.
Net profit from investments in the first nine months of the year amounted to €15
million, compared to € 13 million in the same period of the previous year, due to the
combined effect of disposals and write-downs of equity investments.
Specifically, the assets which were subject to disposal and generated profits during Q3
2009 included the contribution of a portion of the real estate portfolio to a closed-end
real estate fund, the Core Nord Ovest Fund, with subsequent disposal of the majority
of interests, which generated a gross capital gain of € 132 million, the disposal of
interests held in the Omicron Plus Fund, issued in December 2008, and the second
contribution made in 2009 generated a capital gain of € 236 million and the sale of a
portfolio of properties in Veneto worth € 27 million. The other assets sold in Q3
include Heidelberg Cement (€ 44 million) and BPH (€ 10 million). The write-downs
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made in Q3 include those on the private equity funds (€ -202 million), Bank of
Valletta (€ -26 million) and Burgo (€ -10 million).
Net profit therefore stands at € 2,680 million, posting a reduction of 52% compared to
September 2008, mainly resulting from the effect of the write-downs of loans and of
provisions for guarantees and commitments.
(in millions of €) % Change
Profit before tax from current operations
(Reclassified) 09.30.2009 09.30.2008 2009/2008
Retail 720 2,206 -67.4%
Corporate & Investment Banking 1,403 1,504 -6.7%
Private Banking 175 311 -43.7%
Asset Management 179 503 -64.4%
Poland’s Markets 828 1,538 -46.2%
Central Eastern Europe (CEE) 508 879 -42.2%
Parent company and other companies* (1,133) (1,325) -14.5%
Total 2,680 5,616 -52.3%
* Including netting and write-downs
Tax for the period is equal to € 885 million, down by 40 % compared to September
2008, which corresponds to a tax rate of 33% compared to 26.3% in the first nine
months of 2008.
Taking into account the third-party income, amounting to € 269 million (-33.9% on
the first nine months of 2008), the profit attributable to the Group stands at € 1,331
million (-62.0%).
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(in millions of €)
RECONCILIATION OF RECLASSIFIED STATEMENTS AND FINANCIAL
STATEMENTS
BALANCES AS AT
CONSOLIDATED BALANCE
SHEET 12.31.2008 12.31.2007 12.31.2006 09.30.2009
- 251 -
NOTES TO
FINANCIAL
STATEMENTS 2008
NOTES TO
FINANCIAL
STATEMENTS
2007
Assets Tab. 1.1
Cash and cash equivalents = item 10 7,652 11,073 5,681 6,442 Tab. 2.1 Tab. 2.1
Held for trading financial assets =
item 20 204,890 202,343 191,593 145,519 Tab. 6.1 Tab. 6.1
Loans to banks = item 60 80,827 100,012 83,715 97,288 Tab. 7.1 Tab. 7.1
Loans to customers = item 70 612,480 575,063 441,320 565,457
Financial investments
30. Financial assets designated at
65,222 62,229 59,130 67,397 Tab. 3.1 Tab. 3.1
fair value 15,636 15,352 15,933 14,523 Tab. 4.1 Tab. 4.1
40.Available-for-sale financial assets 28,700 30,960 29,359 35,037 Tab. 5.1 Tab. 5.1
50. Financial assets held to maturity 16,883 11,731 10,752 14,057 Tab. 10.3 Tab. 10.3
100. Equity investments 4,003 4,186 3,086 3,780
Hedging 8,710 2,442 3,238 14,442 Tab. 8.1 Tab. 8.1
80. Hedging derivatives 7,051 2,513 3,010 12,223 Tab. 9.1 Tab. 9.1
90. Value adjustment to financial
assets subject to macro-hedging 1,659 (71) 228 2,219 Tab. 12.1 and 12.2 Tab. 12.1 and 12.2
Property, plant and equipment = item
120 11,936 11,872 8,615 11,805 Tab. 13.1 Tab. 13.1
Goodwill = item 130. Intangible
assets of which: goodwill 20,889 20,342 9,908 20,381 Tab. 13.1 Tab. 13.1
Other intangible assets = item 130
net of goodwill 5,593 5,929 3,428 5,259
Tax assets = item 140 12,392 11,548 7,746 12,323 Tab. 15.1 Tab. 15.1
Non-current assets and discontinued
operations = item 150 1,030 6,374 573 590
Other assets
110. Technical reserves borne by
13,991 12,609 8,337 10,806 Tab. 11.1 Tab. 11.1
reinsurers - - - - Tab. 16.1 Tab. 16.1
160. Other assets 13,991 12,609 8,337 10,806
Total assets 1,045,612 1,021,836 823,284 957,709
Part B)
Liabilities and shareholders’
equity Tab. 1.1
Deposits from banks = item 10 177,677 160,601 145,683 124,112
Customer deposits and Securities 591,290 630,239 495,255 590,103 Tab. 2.1 Tab. 2.1
20. Due to customers 388,831 390,400 287,979 381,745 Tab. 3.1 Tab. 3.1
30. Securities in issue 202,459 239,839 207,276 208,358 Tab. 4.1 Tab. 4.1
Trading financial liabilities = item 40
Financial liabilities designated at fair
165,335 113,656 103,980 128,669 Tab. 5.1 Tab. 5.1
value = item 50 1,659 1,967 1,731 1,647
Hedging 9,323 4,944 3,708 13,268 Tab. 6.1 Tab. 6.1
60. Hedging derivatives 7,751 5,569 4,071 10,275 Tab. 7.1 Tab. 7.1
70. Value adjustment to financial
liabilities subject to macro-hedging 1,572 (625) (363) 2,993 Tab. 12.1 Tab. 12.1
Provisions for risks and charges =
item 120 8,049 9,105 6,871 8,175
Tax liabilities = item 80 8,229 7,652 6,094 6,587 Tab. 15.1 Tab. 15.1
Liabilities associated with
discontinued operations = item 90 537 5,027 97 298
Other liabilities 25,272 26,211 17,123 22,442 Tab. 10.1 Tab. 10.1
100. Other liabilities 23,701 24,505 15,727 20,957 Tab. 11.1 Tab. 11.1
110. Employee severance indemnity 1,415 1,528 1,234 1,339 Tab. 13.1 Tab. 13.1
130. Technical reserve 156 178 162 146 Tab. 16.1 Tab. 16.1
Minority interests = item 210
Equity attributable to the Group of
3,242 4,744 4,274 3,108
which: 54,999 57,690 38,468 59,300
- Capital and reserves 51,665 50,931 30,855 57,564 Tab. 15.6

140. Valuation reserves of which:
Special revaluation laws
140. Valuation reserves of which:
277 277 277 277 Tab. 15.5
exchange differences (1,339) 310 - (2,013)
170. Reserves 11,979 10,316 8,092 14,335
180. Share premium 34,070 33,708 17,629 36,582 Tab. 15.2 Tab. 15.2
190. Capital 6,684 6,683 5,219 8,390 Tab. 15.2 Tab. 15.2
200. Treasury shares
- Valuation reserve available-for-sale
(6) (363) (362) (7)
assets and cash flow hedge
140. Valuation reserves of which:
(678) 858 2,165 405 Tab. 15.6 Tab. 15.6
Available-for-sale financial assets
140. Valuation reserves of which:
(966) 1,570 2,655 (107) Tab. 15.6
Cash flow hedging 288 (712) (490) 512
- Net profit = item 220
Total liabilities and shareholders’
4,012 5,901 5,448 1,331
equity 1,045,612 1,021,836 823,284 957,709 Tab. 1.1 Tab. 1.1
(in millions of €)
CONSOLIDATED INCOME
STATEMENT
Net interest = Item 30. Net interest
income
YEAR Period as at
September 30,
2009
2008 2007
HISTORICAL
2006
- 252 -
NOTES TO THE FINANCIAL
STATEMENTS
part C)
18,373 13,965 12,155 13,287 Tab. 1.1 and 1.4
Dividends and other income on equity
investments
1,012 878 705 221
70. Dividends and
similar income
1,666 1,056 824 532 Tab. 3.1
less: dividends on
securities
representing
capital held for
trading included
in item 70 Income
(Loss) from equity
investments
(751) (381) (349) -392
40. - of which: Profit
(Loss) from
investments
valued with the
equity method
97 203 230 81 Tab. 16.1
Net interest income 19,385 14,843 12,860 13,508
Net fees and commissions = item 60 9,093 9,430 8,348 5,666 Tab. 2.1 and 2.3
Trading, hedging and fair value
income
80. Net trading
income
+ dividends on
securities
representing
capital held for
trading (from item
70)
+ Net allocations
to provisions for
risks and charges
– Trading income
(from Item 190)
90. Net hedging
income
Income (Losses)
from sale or
repurchase of
available-for-sale
financial assets -
private equity
(from item 100 b)
Write-downs due
to impairment of
available-for-sale
financial assets -
private equity (
from item 130b)
(1,980) 1,057 1,922 1,651
(2,522) 540 1,470 1,114 Tab. 4.1
751 381 349 392
100 - - -
17 22 30 22 Tab. 5.1
35 120 38 -
(46) - - -

100. Income (Losses)
from sale or
repurchase of: d)
financial
liabilities
35 (3) (6) 137 Tab. 6.1
110. Net income of
assets and
liabilities
designated at fair
value
(350) (3) 41 (14) Tab. 7.1
Balance other income/costs 368 563 334 304
Income (Losses)
from sale or
repurchase of
impaired payables
and loans (from
item 100 b)
8 4 - 77
150. Net premiums 112 115 89 71 Tab. 9.1
160. Balance other
income/costs from
insurance
business
220. Other operating
income/costs
less: other
operating income
– of which:
expense
reimbursement
Net writedowns/write-backs
of property, plant
and equipment
under operating
lease
Income (Losses)
from sale of
investments under
operating lease
(from item 270)
Income from brokerage and other
income
(86) (82) (68) (58) Tab.10.1
995 883 597 606 Tab. 15.1 and 15.2
(557) (360) (284) (318) Tab. 15.2
(108) - - (78)
4 3 - 4
7,481 11,050 10,604 7,621
OPERATING INCOME 26,866 25,893 23,464 21,129
Staff expenses (9,918) (8,210) (7,845) (6,821) Tab. 11.1
180. Administrative
expenses - a) staff
expenses
(10,025) (9,097) (7,860) (7,096)
less: integration
costs
107 887 15 275
Other administrative expenses (6,019) (4,938) (4,431) (4,087)
180. Administrative
expenses - b)other
administrative
expenses
less: integration
costs
Expense reimbursement = item 220.
Other operating income/costs – of
which: operating income-expense
reimbursement
Write-downs of property, plant and
equipment and intangible assets
200. Writedowns/write-backs
of property, plant
and equipment
less: Write-downs
due to
impairment/
Write-ups of
property, plant
and equipment
held for
investment
purposes
less: Writedowns/write-backs
of property, plant
and equipment
under operating
(6,059) (5,105) (4,549) (4,133 Tab.11.5
40 167 118 46
557 360 285 318 Tab. 15.2
(1,312) (1,298) (1,267) (931)
(819) (841) (812) (623) Tab. 13.1
- 2 62 11
108 - - 78
- 253 -

lease (from item
200)
less: integration
costs
210. Writedowns/write-backs
of intangible
assets
less: integration
costs
less: economic
effects of
Capitalia PPA
- 53 5 -
(714) (620) (557) (476) Tab. 14.1
2 108 35 -
111 - - 79
Operating costs (16,692) (14,086) (13,258) (11,521)
OPERATING PROFIT 10,174 11,807 10,206 9,608
Write-downs of goodwill (750) (1) (9) -
260. Write-downs of
goodwill
(750) (144) (357) -
less: write-downs
of goodwill for
entry of deferred
tax assets on
previous HVB
losses
- 143 348 -
Provisions for risks and charges (344) (663) (473) (377) Tab. 12.1
190. Net allocations to
the provisions for
risks and charges
(256) (622) (765) (377)
Less: net
allocations to
provisions for
risks and charges:
trading income
(100) - - -
Net change
allocations for
integration
project
(9) (41) 292 -
less: economic
effects of
Capitalia PPA
21 - -
Integration costs (140) (1,174) (465) (321)
Write-downs of loans and of
provisions for guarantees and
commitments
100. Income (Losses)
from sale or
repurchase of: a)
loans
less: Income
(Losses) from sale
or repurchase of
payables and
impaired loans
(from item 100 b)
(3,700) (2,152) (2,233) (6,245)
(7) 14 16 80 Tab. 6.1
(8) (4) - (77)
130. Net writedowns/write-backs
due to impairment
of: a) loans
(3,582) (2,141) (2,196) (6,141) Tab. 8.1
130. Net writedowns/write-backs
due to impairment
of: d) other
financial
transactions
(103) (21) (53) (107) Tab. 8.4
Net profit from investments 218 1,533 1,184 15
100. Income (Losses)
from sale or
repurchase of: b)
available-for-sale
financial assets
less: Income
(Losses) from sale
or repurchase of
available-for-sale
financial assets -
private equity
170 1,275 479 141 Tab. 6.1
(35) (120) (38) -
- 254 -

100. Income (Losses)
from sale or
repurchase of: c)
financial assets
held to maturity
130. Net writedowns/write-backs
due to impairment
of: b) availablefor-sale
financial
assets
Less: write-downs
due to impairment
of available-forsale
financial
assets - private
equity (from item
130b)
130. Net writedowns/write-backs
due to impairment
of: c)financial
assets held to
maturity
130. Write-downs due
to impairment/
Net write-backs of
property, plant
and equipment
held for
investment (from
item 200)
240. Income (Loss)
from equity
investments – of
which: writedowns/write-backs
and income/losses
from sale of equity
investments
valued with the
equity method
250 Net profit of
designation at fair
value of property,
plant and
equipment and
intangible assets
270. Income (Losses)
from sale of
investments
less: Income
(Losses) from sale
of investments
under operating
lease (from item
270)
Less: economic
effects of
Capitalia PPA
PROFIT BEFORE TAX FROM
CURRENT OPERATIONS
- - 3 4 Tab. 6.1
(904) (113) (47) (558) Tab. 8.2
46 - - -
(77) (54) 1 - Tab. 8.3
- (2) (62) (11) Tab. 13.1
319 20 53 (7) Tab. 16.1
(84) - - (38)
785 530 795 484 Tab. 19.1
(4) (3) - (4)
2 - - 4
5,458 9,350 8,210 2,680
Income tax for the period (627) (2,732) (2,138) (885) Tab. 20.1
290. Income tax for the
year on current
operations
Write-downs on
goodwill due to
entry of tax assets
on prior HVB
losses (from item
260)
Net profit HVB
Group post
acquisition = item
295 (financial
statements 2005)
Less: economic
effects of
Capitalia PPA
(465) (2,589) (1,790) (794)
- (143) (348) -
(162) - - -
2 - - (91)
- 255 -

NET PROFIT FROM CURRENT
OPERATIONS
Profit (loss) of
discontinued
operations net of
taxes
PROFIT (LOSS) FOR THE
PERIOD
4,831 6,618 6,072 1,795
- - 56 -
4,831 6,618 6,128 1,795
Minority interests = item 330 (518) (717) (680) (269)
NET PROFIT ATTRIBUTABLE
TO THE GROUP
Economic effects of Capitalia
Purchase Price Allocation
NET PROFIT ATTRIBUTABLE
TO THE GROUP
9.3. Significant events after September 30, 2009
4,313 5,901 5,448 (269)
(301) - - (195)
4,012 5,901 5,448 1,331
After September 30, 2009, the reporting date for the last interim financial statements of the
Group, there have been no significant events that could influence the economic and financial
position set forth above.
For sake of completeness, it should be noted that on November 24, 2009, UniCredit launched
a new issue of innovative capital instruments totalling €750 million. These instruments were
issued by UniCredit International Bank (Luxembourg) S.A. and backed by UniCredit. The
note’s term suits that of UniCredit, and it can be prepaid by the issuer from the 10th year
onward, subject to prior authorisation by the Bank of Italy. This issue offers a fixed rate
annual coupon equal to 8.125% for the first 10 years. If no prepayment occurs - starting from
the 10th year - the note accrues an annual variable interest equalling the 3-month Euribor plus
a margin of 665 basis points, which will be paid on a quarterly basis.
As part of normal asset/liability management activities, the UniCredit Group continuously
reviews opportunities to optimise its balance sheet structure, including its regulatory capital as
well as the individual components comprising said capital. This valuation is carried out on the
basis of the changes in market conditions and regulatory developments, and has been recently
updated with reference to the actions which may be implemented in 2010. Following these
valuations, the Issuer or some Group companies could decide to promote actions including
tender or swap offers relating to financial instruments issued by Unicredit or by other Group
companies (including hybrid instruments, instruments or others) and ABS issued as part of
securitisation transactions promoted by the Group. Depending on the type of instrument
covered by the offer and the value of the transaction, these actions could also have an impact
on the UniCredit Group’s capital ratios. Where necessary, such operations are subject to
authorisation from the competent authorities.
The UniCredit Group, during the first month of 2009 recorded a management result which
was substantially improved in respect to the same period of the previous financial year (+
16.3%).
- 256 -

This result should not be considered as representative neither of the result for Q4, nor for the
Group performance for the entire year. The results of Q4 for 2009, in fact, if compared with
those of the previous quarter point out:
• the persistence of unfavourable conditions in the macroeconomic context in the most part of
the markets within which the Group operates;
• the reduction of the operating result due, amongst other things, to a decrease of the revenue
from trading activities, to a slowing down of the Group transactions in the capital markets
sector and the recent level of instability of the financial markets, in particular subsequent to
the economic difficulties in Greece, Spain and Dubai;
• an increase of the operating costs primarily connected to the seasonality of payments that
physiologically tend to increase at the end of the year;
• further allocations, or an increase of the same for coverage of possible losses from loans in
countries currently exposed to a deterioration of the economic conditions or that the Group
could be forced to perform also bearing in mind the regulatory requisites of the different
countries.
- 257 -

10. FINANCIAL RESOURCES
10.1. Introduction
The consolidated income statement and financial data of the UniCredit Group for the year
ended at December 31, 2006, shown in the tables below, was drawn up on the basis of the data
obtained from the consolidated financial statements as at December 31, 2006, subject to an
audit by the External Auditors.
The income statement and financial data as at December 31, 2007 and December 31, 2008 was
drawn up on the basis of the data obtained from the consolidated financial statements as at
December 31, 2008, subject to an audit by the External Auditors.
The balance sheet, income statement and financial data as at September 30, 2009 and the
income statement data as at September 30, 2008, used for comparative purposes in this
Chapter, were taken from the Consolidated Interim Report as at September 30, 2009, provided
in the Appendix to the Prospectus and available on the internet site www.unicreditgroup.eu.
The condensed consolidated financial statements as at September 30, 2009 were subject to a
limited audit by the External Auditors that issued their report on November 25, 2009.
The financial statements as at December 31, 2006, 2007 and 2008, prepared on the basis of
International Accounting Standards (IAS/IFRS), according to the provisions of the Instructions
of the Bank of Italy contained in Circular no. 262 of December 22, 2005 and subsequent
amendments and additions, are fully available at the office of the Issuer and on the website
www.unicreditgroup.eu.
The data as at December 31, 2007 was extracted from the consolidated financial statements for
year ended at December 31, 2008 insofar as, following the completion of activities relating to
PPA - connected mainly with the business combination with the Capitalia Group - some values
of the balance sheet as at December 31, 2007 relative to the fair value of assets and liabilities
acquired were recalculated. Therefore, the data as at December 31, 2007 was not subject to an
audit but the methods of redetermination of said data and the information presented in the notes
to the financial statements, as regards the changes made, were examined by the External
Auditors for the purposes of expression of a judgment on the consolidated financial statements
as at December 31, 2008, and so as shown in the report issued on April 9, 2009.
The income statement data as at September 30, 2008, was extracted from the Consolidated
Interim Report as at September 30, 2009, insomuch as the last expression of PPA activities
connected with the business combination with the Capitalia Group. Therefore, the data as at
September 30, 2008 was not subject to an audit but the methods of redetermination of said data,
as regards the changes made, were examined by the External Auditors for the purposes of a
limited audit of the condensed consolidated financial statements as at September 30, 2009 and
included in the Consolidated Interim as at the same date. The condensed consolidated financial
statements as at September 30, 2008, prepared for the purposes of the “Prospectus relative to
the offer under option to shareholders and admission to quotation on the Mercato Telematico
Azionario (Electronic Stock Exchange), organised and managed by Borsa Italiana S.p.A., on
the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and on the Warsaw Stock
Exchange (Gielda Papierów Wartościowych w Warszawie SA) of 972,225,376 ordinary
UniCredit S.p.A. shares”, dated December 23, 2008, were subject to a limited audit by the
External Auditors which issued their report on December 18, 2008.
- 258 -

10.2. Information regarding the financial resources of the Issuer
The UniCredit Group obtains the resources necessary to finance its activities mainly from
traditional customer deposits, the issue of bonds and use of the interbank market. For
information on equity and regulatory capital ratios, refer to the data and information contained
in Chapter 9 (“Report on the operational and financial situation”).
The representation of the financial resources, other than equity and used by the UniCredit
Group to carry out its activities, has been drawn up by distinguishing between direct deposits
and the net interbank balance as shown in the following table.
( millions of €) % change
Total deposits or net
interbank balance 09.30.2009 12.31.2008 12.31.2007 12.31.2006 2008/2009 2007/2008 2006/2007
Amounts owed to customers 381,746 388,831 390,400 287,979 -1.8% -0.4% 35.6%
Outstanding securities 208,358 202,459 239,839 207,276 2.9% -15.6% 15.7%
Total direct deposits 590,104 591,290 630,239 495,255 -0.2% -6.2% 27.3%
Amounts owed to banks 124,112 177,677 160,601 145,683 -30.1% 10.6% 10.2%
Loans to banks 97,288 80,827 100,012 83,715 20.4% -19.2% 19.5%
Net interbank balance 26,824 96,850 60,589 61,968 -72.3% 59.8% -2.2%
Total liabilities 616,928 688,140 690,828 557,223 -10.3% -0.4% 24.0%
In 2008, net deposits on the whole reached the levels of the previous financial year, although
showing a different composition, with greater use of the interbank channel. In fact, a reduction
in the volume of outstanding securities was followed by greater use of loans through payables
due from banks, especially through greater access to deposits via Central Banks. In the first
nine months of 2009, the trend changed with a substantial reduction in access to the bank
channel especially through lower use of loans by central banks, for which a substantial need
manifested itself during the course of 2009.
The differential between the data as at December 31, 2006 and 2007 is mainly attributable to
the merger with the Capitalia Group on October 1, 2007. As at September 30, 2007, before the
merger, total liabilities amounted to €569,936 million, of which €516,032 million accounted for
by total direct deposits.
As regards the breakdown of the individual items, refer to the more detailed information shown
in Chapter 9 of the First Section in the comments on the balance sheet data for the years ended
as at December 31, 2008, 2007 and 2006 and the period of nine months up to September 30,
2009.
With regards to UniCredit Group short-term deposits, financing is obtained not only from the
interbank market but from issues of debt securities also via the issuance of commercial paper
and deposit certificates. Said instruments make it possible to directly access more types of
investors from different geographical areas.
Outstanding securities as at September 30, 2009 stood at €208 billion, composed of bonds for
€163 billion and other securities, essentially deposit certificates and commercial paper, for €45
billion, the latter expiring normally within the year. On the whole, 13% of outstanding
securities as at September 30, 2009 expires by December 2009, 64% between 2010 and 2014
(of which 18% in 2010, 14% in 2011, 13% in 2012, 10% in 2013 and 9% in 2014) and 22%
after 2014.
- 259 -

The UniCredit Group is financed in the medium- and long-term through supply sources, which
envisage the use of different issue Programmes including the following:
• domestic programme, intended mainly for deposits via the customers of the retail and
private banking networks;
• international programmes (two Euro Medium Term Note Programmes - up to €60 billion
UniCredit and UniCredit Ireland and the second Bank Austria for an amount up to 40
billion), intended mainly to exploit the deposits with leading institutional investors,
through benchmark and private placement issues;
• United States programme (144A USD Medium Term Note Program – up to €10 billion),
for issues intended for qualified investors resident in the United States;
• following improvements to the reference legislation in May 2007, in 2008 the Group
completed the structuring of a secured bank bond programme to raise funds from
qualified investors. As of today the Group has issued secured bank bonds totalling €7.5
billion (of which 5 billion retained within the Group);
• HVB debt instrument programme up to €50 billion.
The UniCredit Group also issues subordinated loans included in Regulatory Capital in order to
strengthen the consolidated equity structure.
As at September 30, 2009, the outstanding subordinated liabilities of the UniCredit Group
amounted to roughly €28.2 billion (€31.1 billion as at December 31, 2008).
Issue of hybrid capital instruments for an amount 10% above that of said instruments – included in Tier 1 capital.
Interest rate Maturity Starting
date of
prepayment
option
Amount in
original
currency
(in millions)
- 260 -
Amount included
in regulatory
capital
(Euro/thousands)
Stepup
Option to
suspend
interest
payment
Issued
through
an SPV
subsidiary
8.05% perpetual 10.2010 EUR 540 506,943 yes yes yes
9.20% perpetual 10.2010 USD 450 277,399 yes yes yes
4.03% perpetual 10.2015 EUR 750 750,000 yes yes yes
5.40% perpetual 10.2015 GBP 300 297,169 yes yes yes
8.59% 12.31.2050 06.2018 GBP 350 347,674 yes yes yes
7.055%
12m L + 1.25%
12m L + 1.25%
8.741%
7.76%
9.00%
3.50%
perpetual
06.07.2011
06.07.2011
06.30.2031
10.13.2036
10.22.2031
12.31.2031
03.2012
1
1
06.2029
10.2034
10.2029
12.2029
EUR
EUR
EUR
USD
GBP
USD
JPY
600
300
200
300
100
200
25,000
541,880
299,945
200,000
184,388
98,977
122,926
190,738
yes
no
no
no
no
no
no
no
no
no
yes
yes
yes
yes
yes
no
no
yes
yes
yes
yes
10y CMS 2
+0.10%, cap 8.00
%
perpetual 10.2011 EUR 250 250,280 no no yes
10y CMS 2
+0.15%, cap 8.00 perpetual
%
TOTAL
1
Loan prepayment option is not available.
03.2012 EUR 150 150,670
4,218,989
no no yes
2 Constant Maturity Swap.
Issue of hybrid capital instruments for an amount 10% above that of said instruments – included in Tier 2 capital
Interest rate Maturity Starting
date of
prepayment
option
Amount in
original
currency
(millions)
Amount included
in Regulatory
Capital
(Euro/thousands)
Step-up Option to
suspend
interest
payment
3.95% 02.01.2016 not EUR 900 895,428 not applicable Yes 1

5.00% 02.01.2016
applicable
not
applicable
6.70% 06.05.2018 not
applicable
6.10% 02.28.2012 not
applicable
GBP 450 494,268 not applicable Yes 1
EUR 1,000 996,442 not applicable Yes 1
EUR 500 498,277 not applicable Yes 1
1 In the event dividends are not paid, payment of interest is suspended (deferral of interest); if losses take share capital and
reserves under the minimum threshold set by the Bank of Italy for the exercising of banking business, the face value and bond
interest are proportionally reduced.
10.2.1. Other information
Securitisations
As an alternative to direct indebtedness, for the purposes of diversification of deposit sources,
their obtainment under optimal conditions and capital release, the UniCredit Group performed
several securitisation transactions with the objective of raising funds secured by the transfer of
various types of assets.
The table below shows the securitisations still in existence, with an indication of the original
amount of the transaction.
TRANSACTIO
TRANSACTION
ORIGINATOR SECURITISATION NAME SERVICER
N TYPE OBJECTIVES
- 261 -
TYPE OF
SECURITISED ASSET
VALUE OF
SECURITISE
D
PORTFOLIO
(IN
MILLIONS)
% OF
SECURITIES
WITH
RATINGS
PLACED ON
THE
MARKET
UniCredit TREVI FINANCE traditional UniCredit
S.p.A. Financing private loans 403 100%
UniCredit TREVI FINANCE 2 traditional UniCredit
S.p.A. Financing private loans 287
UniCredit TREVI FINANCE 3 traditional UniCredit
S.p.A. Financing private loans 566 100%
UniCredit CAESAR FINANCE traditional Bank of New
York Financing securities 56 100%
UniCredit ENTASI traditional UniCredit
S.p.A. Financing securities - 100%
UniCredit Leasing LOCAT SV - Serie 1 - 2008 traditional LOCAT S.p.A.
UniCredit Leasing LOCAT SV - Serie 2 - 2008 traditional LOCAT S.p.A.
UniCredit Leasing LOCAT SV - Serie 2006 traditional LOCAT S.p.A.
UniCredit Leasing
LOCAT SV - Serie 2005 (Ex
Locat Securitisation Vehicle 3) traditional LOCAT S.p.A.
UniCredit Leasing Locat Securitisation Vehicle 2 traditional LOCAT S.p.A.
Capital release /
Financing leasing 2,469 0%
Capital release /
Financing leasing 2,563 0%
Capital release /
Financing
Capital release /
Financing
Capital release /
Financing
leasing
leasing
leasing
1,353 100%
852 100%
871 100%

UniCredit Family
Financing Bank CORDUSIO RMBS 6 traditional UniCredit
Banca S.p.A.
UniCredit Family
Financing Bank CORDUSIO RMBS 5 traditional UniCredit
Banca S.p.A.
UniCredit Family
Financing Bank
CORDUSIO RMBS 3 -
UBICASA 1
traditional
UniCredit Family
Financing Bank Heliconus traditional
UniCredit Family
Financing Bank F-E Mortgages Series 1 - 2003 traditional
UniCredit Family
Financing Bank F-E Mortgages - 2005 traditional
UniCredit Family
Financing Bank CORDUSIO RMBS traditional
UniCredit Family
Financing Bank
UniCredit Family
Financing Bank
- 262 -
UniCredit
Family
Financing
Bank
UniCredit
Family
Financing
Bank
UniCredit
Family
Financing
Bank
UniCredit
Family
Financing
Bank
UniCredit
Family
Financing
Bank
CORDUSIO RMBS
UniCredit
traditional
Securitisation - Serie 2006 Banca S.p.A.
CORDUSIO RMBS
UniCredit
traditional
Securitisation - Serie 2007 Banca S.p.A.
UniCredit Family
Financing Bank CAPITAL MORTAGE 2007 - 1 traditional
UniCredit Family
Financing Bank BIPCA Cordusio RMBS traditional
UniCredit
Family
Financing
Bank
UniCredit
Family
Financing
Bank
Fineco Leasing F-E Blue traditional Fineco Leasing
S.p.A.
Fineco Leasing F-E Green traditional Fineco Leasing
S.p.A.
Fineco Leasing F-E Gold traditional / asset
reacquisition
Fineco Leasing F-E Red traditional / asset
reacquisition
HVB Lux Geldilux - TS - 2009 traditional / asset
reacquisition
HVB Lux Geldilux - TS - 2008 traditional / asset
reacquisition
HVB Lux Geldilux - TS - 2007 traditional / asset
reacquisition
Fineco Leasing
S.p.A.
Capital release /
Financing / maturity
transformation
Capital release /
Financing / maturity
transformation
Capital release /
Financing / maturity
transformation
RMBS 3,378 0%
RMBS 21,504 0%
RMBS 1,587
Capital release RMBS 180 100%
Capital release RMBS 331 100%
Capital release RMBS 505 100%
Capital release /
Financing / maturity
transformation
Capital release /
Financing / maturity
transformation
Capital release /
Financing / maturity
transformation
RMBS 1,365 100%
RMBS 1,516 100%
RMBS 2,744
Financing RMBS 1,709
Financing RMBS 786 0%
Financing
Financing
Financing
leasing
leasing
leasing
200 100%
351 100%
594 100%
Fineco Leasing
S.p.A. Financing leasing 1,676 100%
Bayerische
Hypo und
Vereinsbank
AG /HVB
Banque
Luxembourg
S.A.
Bayerische
Hypo und
Vereinsbank
AG /HVB
Banque
Luxembourg
S.A.
Bayerische
Hypo und
Vereinsbank
AG /HVB
Banque
Luxembourg
S.A.
Capital release /
Financing private loans 791 0%
Capital release /
Financing private loans 1,226 100%
Capital release /
Financing private loans 2,080 99%

HVB Lux Geldilux - TS - 2005 traditional / asset
reacquisition
HVB Rosenkavalier traditional / asset
reacquisition
Bayerische
Hypo-und
Vereinsbank
AG / HVB
Banque
Luxembourg
S.A.
Bayerische
Hypo und
Vereinsbank
AG
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Capital release /
Financing private loans 2,000 100%
Financing RMBS 4,915 0%
In the first nine months of 2009, three new transactions were effected involving the
securitisation of performing loans, with underlying assets constituted by leasing contracts and
residential property mortgages originating in Italy and "Euro loans" (loans to private
individuals predominantly of a corporate nature). The Group fully subscribed the securities
issued by the vehicle company. In particular:
• securitised leasing contracts originated in Italy and involving the use of motor vehicles,
instrumental and property assets for a nominal amount of €1,705 million;
• residential property mortgages, also originated in Italy, amounting to a nominal total of
€3,500 million;
• “Euro loans”, amounting to a nominal €1,012 million, relating to loans to corporate and
small-medium entities founded in Germany, Austria, Italy and EU countries.
Finally, it should be noted that the Group did not effect securitisations with underlying assets
in the form of prime, subprime or ALT-A American residential mortgages.
Assets sold but not cancelled showed a fair value of more than €4,400 million above the
carrying value.

(in millions of €)
CONSOLIDATED CASH FLOW STATEMENT (indirect method)
A. OPERATING ASSETS
09.30.2009 2008 2007 2006
1. Operations 9.436 10,646 14,222 11,192
- profit (loss) for the period (+/-) 1,331 4,012 5,901 5,448
- capital gains/losses on financial assets/liabilities held for trading
and on assets/liabilities designated at fair value (+/-)
- capital gains/losses on hedging operations (-/+)
29
(22)
1,206
(17)
830
(19)
(770)
(30)
- net write-offs/write-backs due to impairment (+/-) 5,953 3,012 3,694 3,761
- net write-offs and write-backs on tangible and intangible assets
(+/-)
1,099 2,367 1,371 1,726
- allocations to provisions for risks and charges and other
incomes/expenses (+/-)
- net premiums not collected (-)
- other insurance revenues and expenses not collected (+/-)
894
-
-
617
3
(4)
349
6
(6)
350
8
(36)
- taxes and duties not settled (+)
- other adjustments (+/-)
423
(271)
(160)
(390)
1,236
860
1,033
(298)
2. Liquidity generated/absorbed by financial assets
- financial assets held for trading
81,083
59,297
(36,798)
(3,242)
(47,294)
(5,840)
(31,556)
(18,579)
- financial assets designated at fair value
- available for sale financial assets
1,091
(5,922)
(1,360)
(1,710)
746
21
6,728
(515)
- loans and receivables with banks
- loans and receivables with customers
- other assets
(16,575)
40,907
2,285
17,523
(47,333)
(676)
(9,650)
(24,893)
(7,678)
(7,647)
(14,882)
3,339
3. Liquidity generated/absorbed by financial liabilities
- deposits from banks
(96,871)
(53,162)
32,658
18,093
48,343
299
32,159
4,205
- deposits from customers (5,190) 5,173 33,947 20,063
- securities in issue 4,988 (37,726) (449) 13,422
- financial liabilities held for trading
- financial liabilities designated at fair value
(36,673)
(12)
51,988
(304)
5,211
3,699
(4,059)
602
- other liabilities (6,822) (4,566) 5,636 (2,074)
Net liquidity generated/absorbed by operating activities (6,352) 6,506 15,271 11,795
B. INVESTMENT ACTIVITIES
1. Liquidity generated absorbed by
- equity investments
- dividends collected on equity investments
- financial assets held to maturity
- tangible assets
64
75
3,129
(966)
133
223
(5,438)
(824)
171
191
(445)
(6,763)
241
504
(1,323)
(6,630)
- intangible assets (199) (241) (345) (667)
- sales/purchases of subsidiary companies and business divisions 301 377 (1,173) 320
Liquidity generated/absorbed by investment activities 2,404 (5,770) (8,364) (7,555)
C. FUNDING ACTIVITIES
- issue/purchase of treasury shares 2,839 (222) 23 192
- capital instrument issues/acquisitions - - -
- dividend distribution and others (7) (3,443) (2,498) (2,287)
Net liquidity generated/absorbed by funding activities 2,832 (3,665) (2,475) (2,096)
NET LIQUIDITY GENERATED/ABSORBED DURING THE
PERIOD
(1,116) (2,928) 4,432 2,144
RECONCILIATION 09.30.2009 2008 2007 2006
Cash and cash equivalents at the beginning of the year 7,652 11,073 5,681 3,460
Capitalia Group cash and cash equivalents - - 976 -
Yapi Group cash and cash equivalents - - - -
HVB Group cash and cash equivalents - - - -
Total liquidity generated/absorbed during the year (1,116) (2,928) 4,432 2,144
Cash and cash equivalents: effect of changes in exchange rates (94) (492) (16) 77
Cash and cash equivalents at the close of the period 6,442 7,652 11,073 5,681
Key: (+) generated; (-) absorbed
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10.3. Indication of the financial requirements of the Group structure
In relation to the UniCredit Group’s financial requirements, the figures relative to the
developments in direct deposits and loans are shown below.
( in millions €) Change %
Deposits 09.30.2009 12.31.2008 12.31.2007 12.31.2006 2008/2009 2007/2008 2006/2007
Total direct deposits 590,104 591,290 630,239 495,255 -0.2% -6.2% 27.3%
Total loans 565,457 612,480 575,062 441,320 -7.7% 6.5% 30.3%
Deposit / loan ratio 104.36% 96.54% 109.59% 112.22% 8.1% -11.9% -2.3%
The direct deposits / loan ratio stood at 112.2% at the end of 2006 and 109.6% at the end of
2007, evidence of balanced and increasing growth in the two totals. As at December 31, 2008,
the ratio stood at 96.5%, as a result of greater use of the bank debt illustrated above and linked
to economic trends during the year. As at September 30, 2009, the ratio returned to levels close
to those recorded before 2008.
An analysis of the Group’s financial resources, with particular emphasis on the deposit
structure, was described previously in this Chapter, Paragraph 10.1.
10.4. Information regarding any limits on the use of financial resources which had, or
could have, directly or indirectly, significant repercussions on the Issuer’s activities
As at the date of the Prospectus, there were no forms of limitation on the use of the Group’s
financial resources.
10.5. Information regarding the expected sources of financing necessary to fulfil
commitments relating to the main future investments of the Group and existing or
future tangible fixed assets
Self-financing, the capital instruments traditionally used by the Group and described in this
Chapter, together with the financial resources obtained from the share capital increase as per
the Prospectus, future issues of hybrid capital instruments and subordinated liabilities, represent
the main sources of financing.
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11. RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES
11.1. Research and development activities
Considering the business segment in which it operates, the Issuer does not deem research and
development activities to be significant for the purposes of the Prospectus.
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12. INFORMATION ON EXPECTED TRENDS
12.1. Significant recent trends in the performance of production, sales and stocks, and
in the development of costs and sale prices from the close of the last financial year until
the date of the Prospectus.
Except as indicated in the First Section, Chapter 9, no substantial changes in the prospects of
the Issuer and UniCredit Group companies occurred after approval of the Consolidated Interim
Report as at September 30, 2009.
12.2. Information on trends, uncertainties, requests, commitments or notable events
that could reasonably have a significant impact on the prospects of the company, at
least for the year in progress
Based on the information currently available, except as indicated in the First Section, Chapters
9, 13 and 20, the Issuer is not aware of any trends, uncertainties, requests, commitments or
events that could reasonably have significant repercussions on the company’s prospects, at least
for the year in progress.
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13. PROFIT FORECASTS OR ESTIMATES
The Prospectus does not contain profit forecasts or estimates.
On June 25, 2008, the Issuer’s Board of Directors approved the Strategic Plan for the 2008-
2010 period containing the strategic guidelines and economic, equity and financial growth
objectives of the UniCredit Group for the next 3 years.
The Strategic Plan was formulated on the basis of general external scenario assumptions and on
those relating to the effects of future initiatives and measures of the UniCredit Group.
The deterioration in conditions in the financial markets and in the real economy recorded in the
second half of 2008, extraordinary events linked to the credit crisis and the resultant uncertainty
led, inter alia, to difficult situations and in the worse cases, to bankruptcy - in particular, of
some of the biggest financial institutions (including, for example, AIG, Lehman Brothers) - the
effects of which immediately extended to international markets, to the point that concerted
action was needed by the Governments of the leading industrialised nations.
Therefore, on October 5, 2008, at the time of announcement of the capital strengthening
measures, the Issuer’s Board of Directors, in consideration of the extraordinary situation in the
markets and uncertainty over the future macroeconomic scenario, informed the market that it
was unable to confirm the long-term objectives set out in the Strategic Plan, although keeping
the main strategic guidelines unchanged (see First Section, Chapter 6, Paragraph 6.6).
In light of the negative developments in the external scenario, even well into 2009, in addition
to a high level of uncertainty which still hangs over the macroeconomic prospects, the Issuer
holds that the Strategic Plan objectives are again not up-to-date. As a consequence, the Issuer
will only update its Strategic Plan once the market and macroeconomic conditions have
stabilised.
With regards to the year in progress, with the Group having reasserted its practice of not
disclosing budget objectives, for more information on the results as at September 30, 2009 and
on the business outlook, reference should be made to the First Section, Chapter 20.
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14. ADMINISTRATION, MANAGEMENT OR SUPERVISORY BODIES AND SENIOR MANAGERS
14.1. Information on administrative, management and control bodies and senior
managers
14.1.1. Board of Directors
The Board of Directors currently in office was appointed by the Ordinary
Shareholders’ Meeting on April 29, 2009 for the years 2009, 2010 and 2011, with
office expiring on the date of the shareholders’ meeting called to approve the 2011
financial statements.
The members of the Board of Directors in office at the date of the Prospectus are
shown in the following table.
Name and Surname Office held Place and date of birth
Dieter Rampl 1 Chairman Munich (Germany), September
5, 1947
Luigi Castelletti 2 Substitute Deputy Chairman Ferrara di Monte Baldo (VR),
April 19, 1955
Farhat Omar Bengdara 1 Deputy Chairman Benghazi (Libya), September
27, 1965
Vincenzo Calandra Buonaura 2 Deputy Chairman Reggio Emilia, August 21, 1946
Fabrizio Palenzona 1 Deputy Chairman Novi Ligure (AL), September 1,
1953
Alessandro Profumo CEO Genoa, February 17, 1957
Giovanni Belluzzi 2 Director Mirandola (MO), December 10,
1943
Manfred Bischoff 2 Director Calw (Germany), April 22,
1942
Enrico Tommaso Cucchiani 1 Director Milan, February 20, 1950
Donato Fontanesi 2 Director Castelnovo di Sotto (RE),
Francesco Giacomin
January 30, 1943
2 Director San Polo di Piave (TV), August
2, 1951
Piero Gnudi 2 Director Bologna, May 17, 1938
Friedrich Kadrnoska 2 Director Vienna (Austria), June 28, 1951
Marianna Li Calzi 2 Director Campobello di Licata (AG),
March 21, 1949
Salvatore Ligresti 2 Director Paternò (CT), March 13, 1932
Luigi Maramotti 2 Director Reggio Emilia, March 12, 1957
Antonio Maria Marocco 2 Director Rivoli (TO), September 15,
1934
Carlo Pesenti 2 Director Milan, March 30, 1963
Lucrezia Reichlin 2 Director Rome, August 14, 1954
Hans-Jürgen Schinzler 2 Director Madrid (Spain), October 12,
1940
Theodor Waigel 2 Director Ursberg – Oberrohr (Germany),
April 22, 1939
Anthony Wyand 2 Director Crowborough (UK), November
24, 1943
Franz Zwickl 2 Director Vienna (Austria), November 11,
1953
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1
Director in possession of the requirements of independence established in article 148 of the TUF (Consolidated
Finance Act).
2
Director in possession of the requirements of independence established in article 148 of the TUF (Consolidated
Finance Act) and article 3 of the Code of Conduct.
All members of the Board of Directors reside, for the purposes of office, at the office
of the Issuer’s General Management (Board Secretary - Via San Protaso, 3 - 20121
Milan).
The Board of Directors is vested with all the powers of administration of the Issuer,
except for those reserved by law to the shareholders’ meeting, to be exercised within
the framework of forecasts, duties and competences set out in the normative and
regulatory provisions in force, the Articles of Association and the principles and
application criteria outlined by the Code of Conduct. In addition, in compliance with
the relative statutory provision, the Board of Directors has adopted the "Regulation of
the UniCredit Board of Directors” which disciplines its operating methods. For further
details on the practice of the Board of Directors, refer to the First Section, Chapter 16
of the Prospectus and to Chapter 21, Paragraph 21.2.2 of the Prospectus for
information regarding the members of the Board of Directors.
The only director to receive management powers from the Board of Directors was
CEO Alessandro Profumo, within pre-established limits and with the power to subdelegate,
if necessary, in all Issuer business segments such as, by way of an example:
credit activities, management of investees and equity investment operations; trading,
structural banking book and strategic activities; expense, contribution and donation
authorisations; definition and modification of organisational structures and internal
regulations; dispute management; property-related activities.
A short CV of each director is shown below:
Dieter Rampl. Studies in Economics. He began his career in Munich in 1968 at
Bayerische Vereinsbank in Trade and Commodity Finance Business, then the
following year moved to Société de Banque Suisse in Geneva. He returned to
Bayerische Vereinsbank in Munich in 1971, to deal with Foreign Trade Financing. He
transferred to New York in 1974, taking charge of Corporate Lending and Credit and
stayed there until 1980. From 1980 to 1982 he occupied the same role in the
Düsseldorf office. He joined BHF-Bank, Frankfurt, in 1983 and from 1984 to 1987 he
held the role of General Manager of BHF North America in New York. He returned to
Frankfurt in 1988 as General Manager for Corporate Business and, in 1993, carried
out the acquisition of the Investment Bank Charterhouse of London, where he held the
role of Managing Director until 1994. In 1995, he returned to Bayerische Vereinsbank,
Munich, as member of the Management Board, responsible for Corporate Business
and Corporate Finance and was appointed CEO of Hypovereinsbank in January 2003.
He has been the Chairman of UniCredit since January 2006. He holds roles in various
Italian and German companies and institutions.
Luigi Castelletti. He obtained the master honoris causa in Integrated Logistics,
bestowed by the Università degli Studi di Verona (University of Verona). He has been
enrolled in the Register of Lawyers since 1983. From 1997 to 2003 he was Chairman
of the Consorzio Zona industriale di Verona (Industrial Zone Consortium of Verona):
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Quadrante Europa (Platform for logistics installations). Between 2004 and 2007 he
was a member of the Board of the Bank of Italy, Verona office, and from 2003 to
2009 was Chairman of the Ente Fiera di Verona (Fair of Verona). He currently
performs ongoing activities in the field of civil law, specialising in company and
bankruptcy law. He is trustee, judicial commissioner, liquidator in insolvency
proceedings, legal representative for the active defence in the interest of bankruptcy
and/or agreement procedures, with the direct appointment of judges in the court
bankruptcy division.
Farhat Omar Bengdara. He obtained a B.A. in Economics at the Garyounis
University in Benghazi (Libya) and an M.A. in Banking and Financial Economics at
Sheffield University (United Kingdom). Between 1993 and 1995 he was a researcher
at the Ministry of Economy and Trade and later a Staff Member – Department of
Economics, Faculty of Economy and Trade at Garyounis University. In 1998, he was
appointed as a member of the Management Committee of Wahda Bank where he
remained until 2000, then joining the Central Bank of Libya as Deputy Governor. He
has held this role since 2006.
Vincenzo Calandra Buonaura. Graduated in Law at the University of Modena. He is
a freelance lawyer and joint owner of a legal office specialising in corporate, banking
and bankruptcy matters. From 1973 to 1986 he was the Head Professor of Banking
Law at the Faculty of Business, University of Modena and of Business Law from 1984
to 1986. From 1987 to October 2008 he was the Full Professor of Business Law at the
Faculty of Law, University of Modena and Reggio Emilia. From November 1, 2008 he
was the Full Professor of Business Law at the Faculty of Law, “Alma Mater
Studiorum” University of Bologna. He is currently a member of the Board of Editors
of the magazine “Giurisprudenza Commerciale” and is author of scientific papers on
company, banking and bankruptcy law. Since 1983 he has been a member of the board
of directors at various credit institutions, including Cassa di Risparmio di Modena,
Carimonte Banca and Rolo Banca.
Fabrizio Palenzona. Graduated in Law at the University of Pavia. In 1981 he founded
consortium company UNITRA c.a.r.l.., which he managed up until 1995. In 1987 he
became a director of UNITRA S.r.l., road haulage and logistics company. He has been
Chairman of FAI SERVICE s.c.a.r.l. since 1994. From 1990 to 2006 he was the
National Chairman of FAI - Federazione Autotrasportatori Italiani (Italian Federation
of Road Haulage Operators). He made a huge contribution to the field of financial,
banking and insurance activities: he has been Vice Chairman of UniCredit since its
inception (1999), from 2003 he has been Chairman of AVIVA ITALIA S.p.A., and is
Chairman of AISCAT. In addition, he is a member of the Board of Directors of
Mediobanca, Fondazione della Cassa di Risparmio di Alessandria, is a member of the
board of ABI (Italian Banking Association) and is Chairman of Conftrasporto. Finally,
in 2007 he was elected Chairman of ADR S.p.A. and in 2008 as Chairman of GWH
S.A. and is a member of the Executive Committee of the “Giunta degli Industriali di
Roma”.
Alessandro Profumo. Holds a degree in Business Economics from the Università
Commerciale Luigi Bocconi (Luigi Bocconi Business University), he began his career
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at McKinsey & Co where he was in charge of strategic and organisational projects for
financial companies, then in 1991 joined RAS and was given responsibility, as
General Manager, for the banking and parabanking sectors. In 1994, he was appointed
Deputy General Manager of Credito Italiano, in charge of the Planning and Group
Control Department. A year later he was appointed Chief General Manager and in
April 1997 was appointed Chief Executive Officer. In 2004 he was awarded the
Cavaliere al Merito del Lavoro (Order of Merit for Labour) by President of the
Republic Carlo Azeglio Ciampi. He is currently a member of a number of
international institutions including the European Banking Federation in Brussels, the
International Monetary Conference in Washington and the Institut International
d’Etudes Bancaires in Brussels.
Giovanni Belluzzi. Degree in Economics and Business Administration from the
University of Bologna, diploma in business management at the American
Management Association of Brussels (Belgium), is a Dottore Commercialista
(chartered accountant) and Auditor. In 1970, he began his professional career at the
special research unit of “Esso Italiana S.p.A.” in Rome. In 1974 he became Head of
the Planning and Control Service of a pharmaceutical company belonging to the
Sandoz Group (now Avertis), until 1978. In 1979 he assumed the role of Head of
Administration, Finance and HR of publishing company Calderini S.p.A. of Bologna,
then taking on the same role in publishing company Il Mulino S.p.A. until 1990. In
1991, he began to practice as a chartered accountant and auditor, which he does to this
day. He has held the roles of statutory auditor and director in industrial and financial
companies such as Bellco S.p.A. of the SNIA Group, Cassa di Risparmio di Mirandola
S.p.A., Banque Cantonale Vaudoise Italia S.p.A. and Luisa Spagnoli S.p.A.. He is
registered at the Court of Modena as court-appointed expert. Since the 2003-2004
academic year he has been a contract lecturer in accounting techniques at the
University of Ferrara, Faculty of Economics and Business Administration.
Manfred Bischoff. After graduating in Economics, he lectured (1968-1976) at the
Alfred Weber Institute in the University of Heidelberg, where he obtained a Ph.D in
1973. He joined Daimler-Benz AG in 1976 as project coordinator for the Mercedes
Benz Cross-Country Cars, Subsidiaries and Merger & Acquisitions department. In
1981, he was appointed Vice Chairman, overseeing all sales financing companies and
the financial side of subsidiaries. In 1988 he was appointed CFO and member of the
Board of Management of Mercedes-Benz do Brasil. In 1989, he returned to Germany,
joining the Board of Management of Deutsche Aerospace (DASA), responsible for
Finance and Control. From 1995 to 2000 he was Chairman and CEO of
DaimlerChrysler Aerospace AG and member of the DaimlerChrysler AG Board of
Management from 1995 to 2003. Since its foundation in 2000, until 2007, he was
Chairman of EADS (European Aeronautic, Defence and Space Company). Currently,
among his other roles, he is Chairman of the Supervisory Board of Daimler AG and
Chairman of the Supervisory Board of SMS GmbH.
Enrico Tommaso Cucchiani. Graduated in Economics with full marks and honours
from the Luigi Bocconi Business University, obtained a masters in Business
Administration at Stanford University, then carried out a role in the international
department of the Continental Illinois National Bank and Trust. He performed
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esearch on the strategies of multinational companies at Harvard University and
lectured on finance and control at the Luigi Bocconi Business University. He trained
professionally at the McKinsey & Co consultancy company, and worked in the Milan,
London and New York offices, dealing with the banking sector in particular. After
founding a venture capital (SRPM) company and being General Manager of the Gucci
Group, he joined Lloyd Adriatico (as Chairman of the Board of Directors from 2001
to 2007). He is the Chairman of Allianz S.p.A., a company created from the
integration of the Italian operations of Allianz SE. Since January 2006, he has been a
member of the Board of Management Allianz AG (since October 2006, Allianz SE),
responsible for the Italy, Spain, Portugal, Turkey, Greece and South America
insurance markets and from January 1, 2010 also France, the Benelux countries and
Africa. He is also responsible for the global strategic development and restructuring
programme for Non-life business and the direct channel.
Donato Fontanesi. He obtained a Surveyor Diploma and has spent his entire career in
the cooperative company sector. He was appointed Chairman of COCEP-CM S.C.R.L.
in 1974. In 1977, he became Chairman and General Manager of the COOPSETTE
S.C.R.L. foundation. In 2000, he also took on the role of Managing Director, which he
held until 2007.
He is currently Chairman of the COOPSETTE Foundation and a member of the
COOPSETTE s.c. Management. Among the other posts previously held, he was a
member of Finecobank S.p.A. and Holmo S.p.A..
Francesco Giacomin. Holds a Law degree, was a member of the Board of Directors
of Cassa di Risparmio della Marca Trevigiana, General Secretary of Confartigianato
Treviso, Confartigianato del Veneto and Confartigianato Nazionale and Vice President
of the European Union of Craft and Small and Medium-sized enterprises (UEAPME)
and, inter alia, Chairman of APS S.p.A. and APS Holding S.p.A. and Managing
Director of Acegas APS S.p.A.. He currently holds several roles, including: Managing
Director of IES.CO S.r.l., Chairman of Industrial Park Sofia AD (Bulgaria), Chairman
of IES.CO DOO POLA (Croatia), and Member of the Board of Directors of the Italian
Banking Association. From the 2003/2004 academic year to the 2008/2009 academic
year he was Contract professor at the University of Trieste.
Piero Gnudi. Graduated in Economics and Commerce in 1962 from the University of
Bologna. He been a Chartered Accountant registered in the Association of Chartered
Accountants of Bologna from 1964 and in the Register of Auditors since its inception
in 1995. Founder of Studio Gnudi, he has held several roles in Boards of Directors and
Boards of Statutory Auditors at leading Italian companies including STET, ENI,
ENICHEM, MERLONI, IRI (in which he was also Chairman and CEO from 1999 to
2000), T.ERN.A., Wind, Astaldi, Locat and RAI Holding (Chairman). Chairman of
ENEL since May 2002. The other roles he currently holds include member of the
General Council and Governing Committee of ASSONIME, member of the
Governing Council and Committee of Confindustria, member of the Governing
Committee of the Council for Italy/USA Relations and Chairman of OME
(Mediterranean Energy Observation).
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Friedrich Kadrnoska. Finished his studies in economics and business administration
at the Faculty of Economics and Commerce at the University of Vienna, then started
his career with Austrian bank Zentralsparkasse, filling various roles and in 1991
became Head of the Equity Interest Management and Special Financings Division. He
joined Bank Austria AG in 1991 and in 1995 became a member of the Board of
Directors. In 2003, he was appointed Vice Chairman of the Governing Council of
Bank Austria Creditanstalt AG, in charge of HR, investments and Eastern Europe, a
role held until 2004. He is currently a member of the Board of Management of private
foundation “Privatstiftung zur Verwaltung von Anteilsrechten”, and a non-executive
member of national companies (Wienerberger, PORR, etc.). He has also been a
consultant since April 2005.
Marianna Li Calzi. Freelance lawyer. From 1976 to 1994 held the role of magistrate,
then became the Magistrate of Canicattì (AG) at the Court of Appeal of Palermo and
Deputy High Court Public Prosecutor at the Court of Appeal of Caltanissetta. In 1994,
was elected to the Chamber of Deputies for the XII Legislature: was Undersecretary of
State to the Home Office in the Berlusconi Government and served as member of the
II Standing Committee of the Chamber and the Bicameral Enquiry Commission into
the Mafia problem. Re-elected to the Chamber of Deputies for the XIII Legislature,
served as a member of various committees including, II Standing Committee of the
Chamber, Council for Authorisations to proceed and the Anti-Corruption Committee.
Appointed Undersecretary of State to the Ministry of Justice in the I and II D’Alema
Governments and the Amato Government. In July 2001, was appointed as Se.C.I.T.
Expert and confirmed in 2004. Resigned from the Magistrature in 2007 and from the
role of Se.C.I.T. Expert. Member of the Commissione per il Futuro di Roma Capitale
from October 13, 2008.
Salvatore Ligresti. Graduated in Civil Engineering from the University of Padua in
1958, authorised to work professionally in 1959. After being discharged from National
Service in the Italian Air Force, Milan, as GARI official, he began his career in the
same city as a freelance professional, then became a real estate and financial
entrepreneur. The roles he currently holds include, Honorary Chairman of Fondiaria-
SAI S.p.A., Honorary Chairman of Premafin Finanziaria S.p.A. – Holding di
Partecipazioni and Honorary Chairman of Milano Assicurazioni S.p.A..
Luigi Maramotti. Graduated in Economics and Commerce from the University of
Parma, started his career in 1976 as sales assistant at Evan Picone in New York, then
joined family-run company Max Mara S.r.l. in 1981, where he held the roles of
Commercial Director, International Marketing Manager and from 1989, Managing
Director. He is currently the Chairman of Max Mara S.r.l., Vice Chairman of Max
Mara Fashion Group S.r.l. and his other roles include Vice Chairman of the Board of
Directors of Credito Emiliano S.p.A..
Antonio Maria Marocco. Notary Public from 1963 until September 15, 2009 then
lawyer with a legal practice in Turin, corso Re Umberto no. 8. The roles he currently
holds include Member of the Board of Directors of and Chairman of the UniCredit
S.p.A. Supervisory Body, Member of the Board of Directors of EXOR S.p.A., in
which he is also a member of the Internal Control Committee and Lead Independent
- 274 -

Director; he is a Member of the Board of Directors of Società Reale Mutua di
Assicurazioni and Reale Immobili S.p.A.. He is the Founder, President and Director of
Castello di Rivoli – Museum of Contemporary Art; he is a Member of the Board of
Directors of bank SANPAOLO IMI S.p.A; member of the Comitato di Alta
Sorveglianza e Garanzia per “Torino 2006” Winter Olympic Games. He is the
Honorary Chairman of the Associazione Nazionale Carabinieri, of which he has been
Chairman in Turin for more than forty years. He has authored numerous publications
on legal and fiscal matters, including the books on Società in Accomandita per Azioni
e Società a Responsabilità Limitata (Partnership Limited by Shares and Limited
Partnership (Ltd) ), published by Giuffrè in 1990 and 1992 respectively, and the
section on crimes against the public faith in the Commentario al Codice Penale
(Commentary to the Penal Code) directed by Marini-La Monica-Mazza, published by
UTET in four volumes in 2002.
Carlo Pesenti. Graduated in Mechanical Engineering from the Milan Polytechnic,
achieved a Masters in Business and Management from the Luigi Bocconi Business
University. After his degree and a period of study and work abroad, he built up a
wealth of experience at Italcementi. He underwent significant training at various
Group productive units, developing his experience first in the company’s technical
services field then in Italcementi Ingegneria where he held the role of project engineer
and project manager for some big job orders in Italy and abroad. He also obtained
significant training at the Central Finance, Administration and Control Department,
thus consolidating his Masters in Economics and Management achieved at the Luigi
Bocconi University. After holding the role of Co-General Manager, in May 2004 he
was appointed Managing Director of Italcementi. From April 2007 he has been Vice
Chairman of Ciments Français and is also the General Manager of Holding
Italmobiliare S.p.A.. He holds roles in the Italmobiliare Group and is a member of the
Boards of Directors of other leading companies, including Mediobanca and RCS
MediaGroup. In 2003, he was appointed as a member of the Confindustria Committee.
Between 2006 and 2008 he was the Co-Chairman of the Italy-Egypt Business Council.
He is also a member of the Italy-India CEO Forum Board.
Lucrezia Reichlin. Graduated in Economics and Business Administration from the
University of Modena, and in 1986 obtained a PhD in Economics at the New York
University. From 1988 to 1993 he held the role of Deputy Director of the Research
Department at Observatoire Français des Conjunctures Economiques (OFCE),
Fondation Nationale des Sciences Politiques in Paris. Then, he was Invited Associate
Professor at the Graduate School of Business at Columbia University in the USA.
From 1994 to 2008 he was the Professor of Economics at Université Libre de
Bruxelles, Belgium and from 2005 Director General of Research at the European
Central Bank, Frankfurt. From September 2008 he has been Full Professor at the
Department of Economics in the London Business School. He is also a member of the
Scientific Board of over ten international institutions (universities and central banks),
member of the assessment panel of research projects on social sciences financed by
the European Union, “fellow” of the Centre for European Policy Research in London,
"fellow" of the Associazione degli economisti Europei (European Association of
Economists). Previous roles include advisor to the Board of Governors, Federal
- 275 -

Reserve, Swiss National Bank, Bank of Italy, European Central Bank, Swedish
National Bank and Chairman of the Euro Area Business Cycle Network, as well as
Director of the international economics program, Centre for Economic Policy
Research. Author of publications in international journals.
Hans-Jürgen Schinzler. Holds a law degree from the University of Munich and
Würzburg, a Doctorate and after a training period in HVB (formerly Bavarian Union
Bank) started his career in 1968 in the finance division of Munich Reinsurance
Company. In 1981, he was appointed as a member of the Board of Management,
responsible for the finance, investment and credit reinsurance sectors. Between 1993
and 2003 he held the role of Managing Director and from 2004 Chairman of the
Supervisory Board. As well as carrying out economic-financial activities, he holds
roles in several organisations of collective interest.
Theodor Waigel. Ex Federal Minister, he studied at the University of Munich and
Würzburg, obtaining a Ph.D in Law and Political Science. From 1969 to 1970 he was
the personal assistant to the Undersecretary of State of the Bavarian Ministry of
Finance and then until 1972, of the Bavarian Ministry for Economic and Transport
Affairs. Throughout his career he has held numerous party roles. From 1971 until
1975 he was the Chairman of Junge Union Bayern, the junior arm of the Christian
Social Union in Bavaria. He was appointed Chairman of the CSU’s Doctrinal
Commission in 1973, a role he held until 1988. Between 1988 and January 1999 he
was Chairman of the CSU. He began his career in public administration as a member
of the Krumbach County Council. He became a member of the Bundestag in 1972.
From 1982 to 1989 he held the roles of Chairman of the Bavarian CSU faction in the
Bundestag and First Vice Chairman of the CDU/CSU parliamentary group. He was
appointed as Federal Minister for Finance in April 1989, a position he held until
October 1998. Since 1999 he has been a practicing lawyer in the office of GSK
Stockmann & Kollegen, registered office in Munich.
Anthony Wyand. Obtained a B.A. Hons Degree at the Royal Military College,
Kingston (Canada) and an M.A. Degree at the Kings College in London and was in
the Canadian army from 1962 until 1971. He has spent his entire career at Commercial
Union: from 1971 to 1983 he worked in the Investment Management Department; in
1983 he was appointed First Senior Vice President (Finance) in Boston and in 1985 he
became General Manager (Investments and Finance) in London. In 1998, following
the merger with General Accident, he was appointed Group Deputy CEO and, after
the merger with Norwich Union in 2000, Executive Director of the new Group
(CGNU/Aviva). He has been a member of the UniCredito Italiano Board of Directors
since 1999, and was Vice Chairman of UniCredit S.p.A. from August 2006 until
March 2009. He is currently the Vice Chairman (non-executive) of the Société
Générale Board of Directors.
Franz Zwickl. Graduated in computer science from the University of Vienna, and
gained professional certification as a Tax Advisor. Began his career in the field of
auditing and tax consultancy in KPMG, and in his last year was conferred with
commercial power of attorney, before moving to the banking sector. After five years
as a member of the Management Board of the Austrian Postal Savings Bank, he joined
- 276 -

the Management Board of Bank Austria, then of Creditanstalt and, after the merger,
which led to the creation of the largest Austrian bank, of Bank Austria. In 2002, he left
the main Austrian banking group to become independent trustee and tax expert. He is
a member of the Executive Board of Privatstiftung zur Verwaltung von
Anteilsrechten, an asset management and consultancy company. He is also a member
of the Board of Directors of conwert Immobilien Invest SE, and Wiener Privatbank SE
(Chairman), and a member of the Supervisory Board in various Austrian joint-stock
companies.
The following table shows the companies, other than the Issuer, in which the members
of the Board of Directors are and/or have been members of the administration,
management or control bodies, or holders of a qualified equity investment (more than
2% in listed companies and 10% in unlisted companies), at any time during the five
years preceding the date of the Prospectus:
Name and
Surname
Dieter Rampl
Company in which activity is
carried out
- 277 -
Office held Status of
office held
Incumbent
of Directors
Incumbent
Supervisory Board
Incumbent
Supervisory Board
Incumbent
Board
Mediobanca S.p.A. Vice Chairman of the Board
Koenig & Bauer AG Chairman of the
Bayerische Borse AG Chairman of the
FC Bayern Munchen AG Member of the Supervisory
KKR Guernsey GP Limited Independent Director/
Chairman of the Audit
Committee
Incumbent
I.S.P.I.- Institute for International
Political Studies
Vice Chairman Incumbent
A.I.R.C.- Associazione Italiana per
la Ricerca sul Cancro (Italian
Cancer Research Association)
Member of the Board of
Directors
Incumbent
Aspen Institute Italia Member of the Board of
Directors
Incumbent
Hypo-Kulturstiftung Chairman of the Governing
Committee
Incumbent
CCI Camera di Commercio Member of the Board of Incumbent
Internazionale (Chamber of
International Commerce)
Directors
Trilateral Commission
Gruppo Italia
Member Incumbent
ESMT -European School of Member of the Board of Ceased
Management and Technology
Trustees
Bode Hewitt Beteiligungs AG Member of the Board of
Directors
Ceased
Mediobanca S.p.A. Vice Chairman of the
Supervisory Board
Ceased
Mediobanca S.p.A Vice Chairman of the Board
of Directors
Ceased
Vereins-und Westbank AG Member of the Supervisory
Board
Ceased
Bayerische Hypo Vereinsbank CEO Ceased
Babcock & Brown Ltd Non Executive Director Ceased

Babcock & Brown Int.l Pty Ltd Non Executive Director Ceased
Luigi Castelletti Favini S.p.A. Rossano Veneto Liquidator Incumbent
Farhat Omar
Bengdara
Vincenzo
Calandra
Buonaura
Fabrizio
Palenzona
Central Bank of Libya Governor Incumbent
Costitutive Committee of African
Investment Bank
Manager Incumbent
Libyan fund for internal investment
and development
President Incumbent
Arab Banking Corporation -
London
President Incumbent
Libyan Investment Authority Member of the Board of
Trustees
Incumbent
Supreme Council for Oil and Gas Member Incumbent
Economic and social development Member of the Board of Incumbent
fund
Trustees
National Planning Council Member Incumbent
Arab Banking Corporation Bahrain Director Ceased
Central Bank of Libya Deputy Governor Ceased
Association of the African Central
Banks
President Ceased
Credito Emiliano S.p.A. Director Incumbent
UniCredit Banca S.p.A. Director Ceased
Carimonte Holding S.p.A. Chairman of the Board of
Directors
Ceased
UniCredit Bank Austria A.G. Member of the Supervisory Ceased
(formerly Bank Austria
Creditanstalt A.G.)
Board
UniCredit Private Banking S.p.A. Vice Chairman of the Board
of Directors
Ceased
Cassa di Risparmio di Carpi S.p.A. Director Ceased
ADR S.p.A. President Incumbent
Aviva Italia S.p.A. President Incumbent
Assaeroporti – Associazione
Italiana Gestori Aeroporti (Italian
Association of Airport Operators)
President Incumbent
Faiservice S.c.a.r.l. President Incumbent
AISCAT- Associazione Italiana
Società Concessionarie Autostrade
e Trafori (Italian Association of
Motorways and Tunnels
Concessionaires)
President Incumbent
AISCAT Servizi S.r.l. President Incumbent
Conftrasporto President Incumbent
Fondazione SLALA President Incumbent
Mediobanca S.p.A. Member of the Board of
Directors
Incumbent
Fondazione Cassa di Risparmio di Member of the Board of Incumbent
Alessandria
Directors
Giunta Industriali di Roma Member of the Executive
Committee
Incumbent
ASECAP-Association Europèenne
des Concessionnaires d’Autoroutes
President Ceased
- 278 -

Alessandro
Profumo
Giovanni
Belluzzi
et d’Ouvrages à Peage
GWH S.A. President Ceased
REAM President Ceased
Norman 95 S.p.A. Vice President Ceased
Schema28 S.p.A. Member of the Board of
Directors
Ceased
Unitra C.a r.l. Member of the Board of
Directors
Ceased
Unitra S.r.l. Member of the Board of
Directors
Ceased
Mediobanca S.p.A. Member of the Supervisory
Board
Ceased
R.A.M. Rete Autostradale
Mediterranea (Mediterranean
Motorway Network)
F.A.I. - Federazione
Autotrasportatori Italiana (Italian
Federation of Road Haulage
Operators)
Azienda Mediterranea Gas e Acqua
S.p.A.
- 279 -
Member of the Board of
Directors
Ceased
Chairman Ceased
Member of the Board of
Directors
Ceased
Gothe Italiana Servizi Logistici Member of the Board of
Directors
Ceased
Confcommercio Vice Chairman Ceased
Mediobanca – Banca di Credito Member of the Board of Ceased
Finanziario S.p.A.
Directors
Olimpia S.p.A. Member of the Board of
Directors
RCS Editori Member of the Board of
Directors
Barilla G. e R. Fratelli S.p.A. Member of the Board of
Directors
Deutsche Borse A.G. Member of the Supervisory
Board
Koc Holding S.A. Member of the Board of
Directors
Member of the Board of
AeB energie S.r.l.
Directors
AIMAG S.p.A.
AREL S.r.l.
AS Retigas S.r.l.
Giovanni Carocci Editore S.p.A.
Amazzonia 90
Banca Emilveneta S.p.A.
Centro Editoriale Dehoniano
S.p.A.
CER Consorzio Emiliano
Romagnolo a.r.l.
Consorzio per l’Editoria Cattolica
Member of the Board of
Directors
Member of the Board of
Directors
Member of the Board of
Directors
Member of the Board of
Directors
Member of the Board of
Statutory Auditors
Member of the Board of
Statutory Auditors
Member of the Board of
Statutory Auditors
Member of the Board of
Statutory Auditors
Member of the Board of
Statutory Auditors
Ceased
Ceased
Ceased
Ceased
Ceased
Incumbent
Incumbent
Incumbent
Incumbent
Incumbent
Incumbent
Incumbent
Incumbent
Incumbent
Incumbent

Dehoniana Libri S.p.A.
Member of the Board of
Statutory Auditors
Incumbent
Eni Trading & Shipping S.p.A.
Member of the Board of
Statutory Auditors
Incumbent
Farmacie Comunali di Modena Member of the Board of Incumbent
S.p.A.
Statutory Auditors
Fondazione San Carlo
Member of the Board of
Statutory Auditors
Incumbent
Fondo Giba
Member of the Board of
Statutory Auditors
Incumbent
Franco Panini Scuola S.p.A.
Member of the Board of
Statutory Auditors
Incumbent
Luisa Spagnoli S.p.A.
Member of the Board of
Statutory Auditors
Incumbent
Mar Plast S.p.A.
Member of the Board of
Statutory Auditors
Incumbent
Raffineria di Gela S.p.A.
Member of the Board of
Statutory Auditors
Incumbent
Salumificio Ferrari Erio S.p.A.
Member of the Board of
Statutory Auditors
Incumbent
SIRIA S.p.A.
Member of the Board of
Statutory Auditors
Incumbent
SPAIM S.r.l.
Member of the Board of
Statutory Auditors
Incumbent
SPAMA S.r.l.
Member of the Board of
Statutory Auditors
Incumbent
SPAPI S.r.l.
Member of the Board of
Statutory Auditors
Incumbent
Trans Tunisian Pipeline Co Ltd
Member of the Board of
Statutory Auditors
Incumbent
Carimonte Holding S.p.A
Member of the Board of
Directors
Ceased
Acquafitness Miami S.r.l.
Member of the Board of
Statutory Auditors
Ceased
Acquirente Unico S.p.A.
Member of the Board of
Statutory Auditors
Ceased
Aziende Agricole e Vinicole Member of the Board of Ceased
Brianvini S.p.A.
Statutory Auditors
Casa Vinicola Bellavita S.r.l.
Member of the Board of
Statutory Auditors
Ceased
Casa Vinicola Caldirola S.p.A.
Member of the Board of
Statutory Auditors
Ceased
Comune di Mirandola Member of the Board of Ceased
(Municipality of Mirandola)
Auditors
Cop Vini Finanziaria S.p.A.
Member of the Board of
Statutory Auditors
Ceased
Enofood S.r.l.
Member of the Board of
Statutory Auditors
Ceased
Giacobazzi Grandi Vini S.r.l.
Member of the Board of
Statutory Auditors
Ceased
Gruppo Soeco S.p.A.
Member of the Board of
Statutory Auditors
Ceased
I Collicchi S.p.A.
Member of the Board of
Statutory Auditors
Ceased
Informazioni Editoriale S.p.A.
Member of the Board of
Statutory Auditors
Ceased
Editrice Bibliografica S.p.A. Member of the Board of Ceased
- 280 -

Manfred
Bischoff
Enrico
Tommaso
Cucchiani
Statutory Auditors
Member of the Board of
Mediocredito Italiano S.p.A.
Statutory Auditors
Member of the Board of
Trident Editore S.p.A.
Statutory Auditors
Member of the Board of
Trigano S.p.A.
Statutory Auditors
Member of the Board of
Z1 S.r.l.
Statutory Auditors
Daimler AG Chairman of the
Supervisory Board
Fraport AG Member of the Supervisory
Board
Royal KPN NV Member of the Supervisory
Board
SMS GmbH Chairman of the
Supervisory Board
Voith AG Member of the Supervisory
Board
Nortel Member of the Board of
Directors
DaimlerChrysler AG Chairman of the
Supervisory Board and
Member of the Supervisory
Board
European Aeronautic, Defence and Chairman of the Board of
Space Company
Directors
Allianz SE Member of the Board of
Management
- 281 -
Ceased
Ceased
Ceased
Ceased
Incumbent
Incumbent
Incumbent
Incumbent
Incumbent
Ceased
Ceased
Ceased
Incumbent
Allianz S.p.A. Chairman Incumbent
Acif S.p.A. Chairman Incumbent
Acif 2 S.p.A. Chairman Incumbent
Lloyd Adriatico Holding S.p.A. Director Incumbent
AGF Ras Holding BV Chairman Incumbent
Allianz Companhia de Seguros Member of the Board of Incumbent
Portugal SA
Directors
Allianz Sigorta P&C Vice Chairman Incumbent
Allianz Hayat ve Emklilik AS Vice Chairman Incumbent
Allianz Compania de Seguros
Spain SA
Vice Chairman Incumbent
Allianz Hellas Insurance Company
SA
Vice Chairman Incumbent
Pirelli & C. S.p.A. Member of the Board of
Directors
Incumbent
Illycaffè S.p.A. Member of the Board of
Directors
Incumbent
Editoriale FVG S.p.A. - Divisione
Il Piccolo (Gruppo Editoriale
L’Espresso)
Member of the Board of
Directors
Incumbent
ANIA Member of the Executive
Committee
Incumbent
Federazione ABI-ANIA Member of the Governing
Committee
Incumbent
MIB School of Management Chairman Incumbent
Stanford University, Palo Alto, Member of the Advisory Incumbent
California
Council

Istituto Javotte Bocconi (Javotte
Bocconi Institute)
Lifetime Director Incumbent
Bocconi International Advisory
Council
Member Incumbent
The Trilateral Commission,
Gruppo Italia
Member Incumbent
Aspen Institute Italia Member of the Board of
Directors
Incumbent
Consiglio per le Relazioni fra Italia Member of the Executive Incumbent
e Stati Uniti d’America (Council
for Italy/USA Relations)
Committee
ISPI – Istituto per gli Studi di Member of the Board of Incumbent
Politica Internazionale (Institute for
International Politics Studies)
Directors
ISPI – Foro Dialogo Italo Tedesco,
Sezione Italiana (Italy/Germany
dialogue forum, Italian section)
Chairman Incumbent
Associazione di Civita Member of the Board of
Directors
Incumbent
Intercultura Member of the Advisory
Board
Incumbent
Allianz Life Insurance Company
SA
Vice Chairman Ceased
AAA Antonveneta ABN AMRO Member of the Board of Ceased
BANK
Directors
ACEGAS S.p.A. Member of the Board of
Directors
Ceased
Antonveneta Assicurazioni Chairman Ceased
Antonveneta Vita Chairman Ceased
Banca Antonveneta Member of the Board of
Directors and Member of
the Executive Committee
Ceased
Beni Stabili Member of the Board of
Directors
Ceased
Compagnia Finanziaria Italiana Member of the Board of
Directors
Ceased
Interbanca Member of the Board of
Directors
Ceased
Lloyd Adriatico Chairman
Member of the Executive
Committee
CEO
General Manager
Ceased
L.A. Vita S.p.A. Member of the Board of
Directors
Ceased
Mondial Assistance (formerly Member of the Board of Ceased
Elvia)
Directors
RAS CEO and Member of the
Board of Directors
Ceased
Allianz Elementar Versicherungs - Vice Chairman and Member Ceased
AG
of the Board of Directors
Allianz Elementar Vice Chairman and Member Ceased
Lebensversicherungs - AG of the Board of Directors
Allianz Investment Bank Member of the Board of
Directors
Ceased
Allianz Suisse Versicherungs- Member of the Board of Ceased
Gesellschaft
Directors
- 282 -

Donato
Fontanesi
Francesco
Giacomin
Allianz Suisse Lebenversicherungs Member of the Board of
Directors
Ceased
RAS International NV Vice Chairman Ceased
Fondazione Coopsette Chairman Incumbent
Coopsette Member of Management Incumbent
Istituto Grandi Infrastrutture di Member of the Board of Ceased
Roma
Directors
Consorzio Cooperative Costruzioni Member of the Board of Ceased
di Bologna
Directors
Consorzio Nazionale Costruzioni Member of the Board of Ceased
di Roma
Directors
LegaCoop Member of National
Management
Ceased
Consorzio CCPL Reggio Emilia Member of the Board of
Directors
Ceased
Parco S.p.A. Reggio Emilia Member of the Board of
Directors
Ceased
Holmo S.p.A. Bologna Member of the Board of
Directors
Ceased
Finecobank S.p.A. Member of the Board of
Directors
Ceased
Coopsette Chairman Ceased
FinecoGroup Member of the Board of
Directors
Ceased
Ariete S.p.A. Member of the Board of
Directors
Ceased
CCPL Reggio Emilia Member of the Board of
Directors
Ceased
Fin Basket S.p.A. Member of the Board of
Directors
Ceased
Fondazione “Fornace per
l’innovazione” (“Melting pot of
innovation” Foundation)
Chairman Incumbent
Naonis Energie S.r.l. Vice Chairman Incumbent
Industrial Park Sofia AD Chairman Incumbent
IES.CO doo - Pola Chairman Incumbent
Fondo di Previdenza “G.
Member of the Incumbent
Caccianiga” (G. Caccianiga
Pension Fund)
administrative committee
Danubio Real Estate Management Chairman/Partner Incumbent
Sviluppo Industrial Parks Member of the Board of
Directors
Incumbent
Balcania S.r.l. Managing Director/Partner Incumbent
Partimest S.r.l. Partner Incumbent
IES.CO S.r.l. CEO Incumbent
Confederazione Italiana dei Servizi
Pubblici – Confservizi (Italian
Confederation for Public Services)
Vice Chairman Ceased
Acegas APS S.p.A. CEO Ceased
Acegas APS Holding S.p.A. Member of the Board of
Directors
Ceased
APS S.p.A. Chairman Ceased
APS Holding S.p.A. Chairman Ceased
Interporto di Padova S.p.A. Member of the Board of
Directors and of the
Executive Committee
Ceased
- 283 -

Piero Gnudi
Friedrich
Kadrnoska
Rilagas AD Member of the Board of
Directors
Ceased
Elettrogas S.r.l. Member of the Board of
Directors
Ceased
Est Gas S.p.A. Member of the Board of
Directors
Ceased
Enel S.p.A. Chairman Incumbent
Emittenti Titoli S.p.A. Chairman Incumbent
Enel Cuore Onlus Chairman Incumbent
Alfa Wassermann S.p.A. Member of the Board of
Directors
Incumbent
D&C Compagnia di Importazione Member of the Board of Incumbent
prodotti alimentari, dolciari, vini
liquori S.p.A.
Directors
Galotti S.p.A. Member of the Board of
Directors
Incumbent
Marino Golinelli & C S.a.p.a. Chairman of the Board of
Statutory Auditors
Incumbent
Consorzio Alma Vice Chairman Incumbent
ACB Group S.p.A. Director Incumbent
Ferrero Gnudi Guatri Uckmar Director Incumbent
Simbuleia S.p.A. Partner Incumbent
Fingas s.r.l. Partner Incumbent
Castiglione Consulting S.r.l. Partner Incumbent
Carimonte Holding S.p.A. CEO Ceased
Enel Real Estate S.p.A. Chairman Ceased
T.E.R.N.A. S.p.A. Chairman Ceased
SFERA S.p.A. Chairman Ceased
WIND Telecomunicazioni S.p.A. Chairman Ceased
RAI Holding S.p.A. Chairman Ceased
Dalmazia Trieste S.r.l. Chairman Ceased
UniCredit Banca di Impresa S.p.A. Vice Chairman and Member
of the Executive Committee
Ceased
UniCredit Banca S.p.A. Member of the Board of
Directors
Ceased
IRI S.p.A. Chairman Ceased
Fondazione IRI S.p.A. Director Ceased
ENI S.p.A. Member of the Board of
Directors
Ceased
Astaldi S.p.A. Chairman Ceased
Locat S.p.A. Chairman Ceased
Bologna Festival Vice Chairman Ceased
Privatstiftung zur Verwaltung von Member of the Board of Incumbent
Anteilsrechten
Management
Wienerberger AG Chairman of the
Supervisory Board
Incumbent
Österreichisches Verkehrsbüro AG Chairman of the
Supervisory Board
Incumbent
Allgemeine Baugesellschaft – A. Chairman of the Incumbent
Porr AG
Supervisory Board
Porr Projekt und Hochbau AG Member of the Supervisory
Board
Incumbent
Porr Technobau und Umwelt AG Member of the Supervisory
Board
Incumbent
conwert Immobilien Invest SE Member of the Board of
Directors
Incumbent
- 284 -

Marianna Li
Calzi
Salvatore
Ligresti
Luigi
Maramotti
Wiener Privatbank SE Member of the Board of
Directors
Incumbent
Card complete Service Bank AG Member of the Supervisory
Board
Incumbent
Wiener Börse AG Chairman of the
Supervisory Board
Incumbent
WBAG AG Chairman of the
Supervisory Board
Incumbent
A & I Beteiligung und
Management GmbH
Partner Incumbent
VISA Europe Limited Member of the Board of
Directors
Ceased
Gain Capital Participations GmbH Partner Ceased
Adria Bank AG Chairman of the
Supervisory Board
Ceased
Ruefa Reisen AG Chairman of the
Supervisory Board
Ceased
Oesterreichische Kontrollbank AG Member of the Supervisory
Board
Ceased
Investkredit AG Member of the Supervisory
Board
Ceased
UniCredit Bank Austria AG Vice Chairman of the Ceased
(formerly Bank Austria
Creditanstalt AG)
Governing Council
Commissione per il Futuro di
Roma Capitale
Member Incumbent
Fondiaria-SAI S.p.A. Honorary Chairman Incumbent
Milano Assicurazioni S.p.A. Honorary Chairman Incumbent
Fondazione Gioacchino e Jone
Ligresti
Chairman Incumbent
Fondazione Fondiaria-SAI Honorary Chairman Incumbent
Fondazione Cerba Member of the Board of
Directors
Incumbent
Premafin Finanziaria S.p.A.-
Holding di Partecipazioni
Honorary Chairman Incumbent
Immobiliare Lombarda S.p.A. Honorary Chairman Incumbent
Starlife S.A. Partner Incumbent
Limbo Invest S.A. Partner Incumbent
Hike Securities S.A. Partner Incumbent
Canoe Securities S.A. Partner Incumbent
Nautica Sport S.p.A. Partner Incumbent
Gestimarket S.p.A. Partner Incumbent
Sinergia Holding di Partecipazioni
S.p.A.
Partner Incumbent
Atahotels S.p.A. Chairman of the
Supervisory Board
Ceased
Credito Emiliano S.p.A. Vice Chairman Incumbent
Credito Emiliano Holding S.p.A. Vice Chairman Incumbent
Cofimar S.r.l. Director Incumbent
Diffusione Tessile S.r.l. Chairman of the Board of
Directors
Incumbent
Dartora S.r.l. Sole Director Incumbent
Fintorlonia S.p.A Chairman of the Board of
Directors
Incumbent
Imax S.r.l. Chairman of the Board of Incumbent
- 285 -

Antonio Maria
Marocco
Istituto Immobiliare Italiano del
Directors
Chairman of the Board of Incumbent
Nord S.p.A.
Directors
Manifatture del Nord S.r.l. Vice Chairman of the Board
of Directors
Incumbent
Marella S.r.l. Vice Chairman of the Board
of Directors
Incumbent
Marina Rinaldi S.r.l. Vice Chairman of the Board
of Directors
Incumbent
Max Mara S.r.l. Chairman of the Board of
Directors
Incumbent
Max Mara Fashion Group S.r.l. Vice Chairman of the Board
of Directors
Incumbent
Max Mara Finance S.r.l. Vice Chairman of the Board
of Directors
Incumbent
Maxima S.r.l. Chairman of the Board of
Directors
Incumbent
Finca y Comercio de Gratia S.A. Chairman of the Board of
Directors
Incumbent
International Fashion Trading S.A Chairman of the Board of
Directors
Incumbent
Max Mara S.a.S. Director Incumbent
Max Mara Japan Ltd. Director Incumbent
Max Mara Hosiery S.r.l. Chairman of the Board of
Directors
Incumbent
Max Mara USA Inc. Chairman of the Board of
Directors
Incumbent
Max Mara USA Retail Inc. Chairman of the Board of
Directors
Incumbent
Cams S.r.l. Partner Incumbent
Madonna dell’Uliveto Soc. Coop. Director Incumbent
Unity R.E. S.p.A. Chairman of the Board of
Directors
Incumbent
Max Mara Ltd. Director Ceased
Max Mara Scandinavia Aps Chairman of the Board of
Directors
Ceased
Cobema S.A. Director Ceased
Comax S.A. Director Ceased
Abaxbank S.p.A. Director Ceased
Tessitura Varano Borghi S.r.l. Director Ceased
Grosvenor Continental Europe
S.A.S.
Non Executive Director Ceased
Soprotex S.A. Chairman of the Board of
Directors
Ceased
Credemvita S.p.A. Director Ceased
Credemassicurazioni S.p.A. Director Ceased
Reale Mutua Assicurazioni S.p.A. Member of the Board of
Directors
Incumbent
Reale Immobili S.p.A. Member of the Board of
Directors
Incumbent
Exor S.p.A. Member of the Board of
Directors and of the Audit
Committee
Incumbent
IFIL - Finanziaria di Partecipazioni Member of the Board of Ceased
S.p.A.
Directors
Chairman of the Audit
Committee
- 286 -

Banca SANPAOLO IMI S.p.A. Member of the Board of
Directors
Ceased
Fondazione Cassa di Risparmio di
Torino
Policy Director Ceased
Carlo Pesenti Italmobiliare S.p.A. General Manager and
Member of the Board of
Directors and of the
Executive Committee
Incumbent
Ciments Français S.A. Vice Chairman Incumbent
RCS Media Group S.p.A. Member of the Board of
Directors and of the
Executive Committee
Incumbent
Mediobanca S.p.A. Member of the Board of
Directors
Incumbent
Italcementi S.p.A. Managing Director and
Member of the Executive
Committee
Incumbent
Ambienta Sgr Independent Director Incumbent
BravoSolution S.p.A. Vice Chairman Ceased
BravoSolution Espana SA. Member of the Board of
Directors
Ceased
Unione di Banche Italiane Scpa Member of the Board of Ceased
(formerly Banche Popolari Unite
Scpa)
Directors
Business Council Italo-Egiziano
(Italy-Egypt Business Council)
Co-Chairman Ceased
Mediobanca S.p.A. Member of the Supervisory
Board
Ceased
Mediobanca S.p.A. Member of the Board of
Directors
Ceased
Intertrading S.r.l. Chairman Ceased
SESAAB S.p.A. Director Ceased
KM Europa Metal AG Member of the Supervisory
Board
Ceased
Lucrezia
Dipartimento di Economia
Full Professor Incumbent
Reichlin
(Department of Economics),
London Business School
Assessment panel of research
projects on social sciences financed
by the European Union
Member Incumbent
European Central Bank, Frankfurt General Research Manager Ceased
Université Libre de Bruxelles,
Belgium
Full Professor of Economics Ceased
Hans-Jűrgen
Schinzler
Munich Reinsurance Company Chairman of the
Supervisory Board
Incumbent
Max-Planck-Gesellschaft zur Treasurer and Member of Incumbent
Förderung der Wissenschaften e.V. the Senate
Wittelsbacher Ausgleichsfonds Chairman Incumbent
Münchener Rück Stiftung Chairman of the Board of
Trustees
Incumbent
Metro AG Member of the Supervisory
Board
Incumbent
Deutscher Verein für
Member of the Board of Incumbent
Versicherungswissenschaft e.V.
Directors
Deutsche Telekom Stiftung Member of the Board of
Trustees
Incumbent
Freundeskreis des Bayerischen Member of the Council Incumbent
- 287 -

Nationalmuseums e.V.
Hypo-Kulturstiftung Member of the Board of
Trustees
Gemeinnützige Hertie-Stiftung Member of the Board of
Trustees
Stifterverband für die Deutsche
Wissenschaft
- 288 -
Member of the Board of
Trustees for the State of
Bavaria
Incumbent
Incumbent
Incumbent
Stiftung Demoskopie Allensbach Member of the Board of
Trustees
Incumbent
Stiftung Pinakothek der Moderne Member of the Board of
Trustees
Incumbent
Bundesanstalt fur
Member of the Insurance Ceased
Finanzdienstleistungsaufsicht Advisory Council
Deutsche Telekom AG Member of the Supervisory
Board
Ceased
Bayerische Hypo- und Vereinsbank Member of the Supervisory Ceased
AG
Board
Aventis S.A. Member of the Supervisory
Board
Ceased
Theodor Waigel GSK Stockmann & Kollegen
Studio – Munich, Germany
Lawyer Incumbent
AachenMűnchener Versicherung Member of the Supervisory Incumbent
AG - Aachen
Board
AachenMűnchener Member of the Supervisory Incumbent
Lebensversicherung AG - Aachen
Board
Generali Vienna Holding AG - Member of the Supervisory Incumbent
Vienna
Board
Deutsche Vermogensberatung AG Member of the Supervisory Incumbent
- Frankfurt
Board
NSM Lowen Entertainment GmbH Chairman of the Incumbent
– Bingen/Rhein
Supervisory Board
AGCO Fendt GmbH - Member of the Supervisory Incumbent
Marktoberdorf
Board
Bayerische Gewerbebau AG - Member of the Supervisory Incumbent
Munich
Board
Eli Lilly and Company – Lilly Member of the European Incumbent
Corporate Center Indianapolis Advisory Board
Generali Assicurazioni S.p.A - Member of the General Incumbent
Trieste
Council
Anthony
Aviva France Member of the Board of Incumbent
Wyand
Directors
Société Foncière Lyonnaise SA Member of the Board of
Directors
Incumbent
Société Générale Vice Chairman of the Board
of Directors
Incumbent
Grosvenor Continental Europe Chairman Ceased
Grosvenor Group Ltd. Member of the Board of
Directors
Ceased
Atis Real Member of the Supervisory
Board
Ceased
Lehman Brothers Member of the Advisory
Board
Ceased
Franz Zwickl Privatstiftung zur Verwaltung von Member of the Executive Incumbent
Anteilsrechten
Board
K 5 Privatstiftung Member of the Executive
Board
Incumbent

Mischek Privatstiftung Member of the Executive
Board
Incumbent
Österreichische Gewerkschaftliche Member of the Executive Incumbent
Solidarität Privatstiftung
Board
Venus Privatstiftung Member of the Executive
Board
Incumbent
Wiener Wissenschafts- und Member of the Executive Incumbent
Tecnologiefonds
Board
Wiener Privatbank SE Chairman of the Board of
Directors
Incumbent
Oesterreichische Kontrollbank AG Member of the Supervisory
Board
Incumbent
conwert Immobilien Invest SE Member of the Board of
Directors
Incumbent
Card complete Service Bank AG Member of the Supervisory
Board
Incumbent
Österreichische Verkehrsbüro AG Member of the Supervisory
Board
Incumbent
Austrian Tax Advisory & Trustees
Steuerberatung GmbH
Partner, Executive Incumbent
Franz Zwickl
Beteiligungsverwaltung GmbH
Partner, Executive Incumbent
BHS Holding GmbH Partner, Executive Incumbent
A&I Beteiligung und Management
GmbH
Partner, Executive Incumbent
x.services systems GmbH Partner Incumbent
Herakles Holding GmbH Partner Incumbent
B 70 Immobilienverwaltung OG Partner, Executive Incumbent
Franz Zwickl & CO
Immobilienverwaltung
Partner, Executive Incumbent
Solproiect s.A. Grivita Partner Incumbent
AVZ GmbH (A&B Banken-
Holding GmbH)
Executive Incumbent
AVZ Finanz Holding GmbH (A&B
Beteilugungsverwaltung drei
GmbH)
Executive Incumbent
AVZ Holding GmbH (AVZ
Holding drei GmbH)
Executive Incumbent
LVBG Luftverkehrsbeteiligungs
GmbH
Executive Incumbent
AV-Z Kapitalgesellschaft mbH,
BRD
Executive Incumbent
Associazione
Chairman of the Ceased
“Wohnungseigentum” GmbH Supervisory Board
AV – Z Holding S.p.A. Chairman of the
Supervisory Board
Ceased
ECO Business-Immobilien AG Member of the Supervisory
Board
Ceased
A&B Beteilugungsverwaltung
zwei GmbH)
Executive Ceased
AV-Z Vermögensverwaltung
GmbH
Executive Ceased
AVZ Holding eins GmbH Executive Ceased
AVZ Holding zwei GmbH Executive Ceased
Helmut Fleischman Privatstiftung Member of the Executive
Board
Ceased
AVA Mineralölhandel GmbH IL Member of the Supervisory Ceased
- 289 -

Bank Austria Creditanstalt
Board
Chairman of the
Wohnbaubank AG
Supervisory Board
Lenzing AG Member of the Supervisory
Board
Mischek Systembau GmbH Member of the Supervisory
Board
NOTARTREUHANDBANK AG Vice Chairman of the
Supervisory Board
PEF Privatuniversität für Vice Chairman of the
Management GmbH
Supervisory Board
Tarbuk GmbH Member of the Supervisory
Board
UNIVERSALE International
Chairman of the
Realitäten GmbH
Supervisory Board
VBV-Pensionskasse AG Chairman of the
Supervisory Board
WED Wiener
Member and Chairman of
Entwicklungsgesellsschaft fuer den
Donauraum AG
the Supervisory Board
Wiener RisikoCapitalfonds GmbH Chairman of the
Supervisory Board
ING-DiBa AG Member of the Supervisory
Board
- 290 -
Ceased
Ceased
Ceased
Ceased
Ceased
Ceased
Ceased
Ceased
Ceased
Ceased
Ceased
For all members of the Board of Directors, the necessary checks were performed on
the existence of the requirements of integrity, professionalism and independence
pursuant to the legislation in force.
Except as indicated in the First Section, Chapter 20, Paragraph 20.10, as far as the
Issuer is aware, no member of the Board of Directors, in the five years preceding the
date of the Prospectus: (i) has been convicted of fraud; (ii) been declared bankrupt or
subject to insolvency proceedings or has been associated, as part of execution of the
duties of their office, to any bankruptcy, or controlled administration procedures or
liquidation; and (iii) has incurred official incriminations and/or sanctions from public
or regulatory authorities (including designated professional associations) nor
debarments, imposed by a court, from fulfilling the role of member of an
administrative, management or control body of the company or a ban on the execution
of management or direction activities of any company.
None of the members of the Board of Directors indicated in the tables above have
relationships with any of the other members of the Board of Directors, members of the
Board of Statutory Auditors and/or Senior Managers of the Issuer.
14.1.2. Board of Statutory Auditors
The Board of Statutory Auditors currently in office was appointed by the ordinary
shareholders’ meeting of May 10, 2007 for financial years 2007, 2008 and 2009, with
the term expiring on the date of the shareholders’ meeting convened to approve the
2009 financial statements.

The members of the Board of Statutory Auditors in office as at the date of the
Prospectus are shown in the following table.
Name and Surname Office held Place and date of birth
Giorgio Loli Chairman Livorno, August, 23 1939
Gian Luigi Francardo Standing Auditor Genoa, July 13, 1932
Siegfried Mayr Standing Auditor Appiano (BZ), May 15, 1944
Aldo Milanese Standing Auditor Mondovì, (CN) January 27, 1944
Vincenzo Nicastro Standing Auditor Rome, February 22, 1947
Massimo Livatino Alternate Auditor Parma, August 5, 1964
Giuseppe Verrascina Alternate Auditor Aversa (CE), June 7, 1945
In compliance with the legislative provisions and the Articles of Association, the
Board of Statutory Auditors supervises compliance with the laws, regulations and bylaws,
respect for the principles of good management, the adequacy of the
organisational structure in respect of the relevant aspects, adequacy of the system of
internal control and the administrative and accounting system of the company, as well
as the reliability of the latter in giving a true picture of management events, the
methods of effective implementation of the rules of corporate governance set out in
the codes of conduct drawn up by regulated market management companies or trade
associations, which the company, through public information, intends to comply with,
and monitors the adequacy of the provisions issued by the company to subsidiaries as
regards information to the public.
The Board also monitors the adequacy of the risk management and control system.
In order to correctly fulfil its duties, and in particular, to meet the obligation to
promptly inform the Bank of Italy and, where required, other supervisory authorities
with regards to management irregularities or violations of the legislation, the Board of
Statutory Auditors is vested with the widest possible powers set out in the normative
and regulatory provisions in force.
A short CV for each auditor is shown below, which shows the skills and experience
gained.
Giorgio Loli. Graduated in Economics and Business, chartered accountant since 1968
and listed on the Register of Chartered Accountants. Up until 2004 he was contract
professor of business economics at the Luigi Bocconi Business University. He began
his career in 1964, becoming KPMG S.p.A. partner in 1972, a role he held until 1998.
In addition, he held important roles as member of the committee of the National Board
of Chartered Accountants for the Ruling of Auditing Standards, from 1975 until 2001,
a member of the EEC Chartered Accountants Study Group from 1980 until 1990 and
the Chairman of Assirevi between 1979 and 1985. He was also a member of the
committee of the National Board of Chartered Accountants for the Ruling of Auditing
Standards between 1975 and 1982 and a member of the CONSOB Commission for the
definition of Auditing Standards from 1984 to 1985 and between 2000 and 2003 was
Chairman of the International Monetary Fund External Audit Committee. He currently
holds other roles such as: Chairman of the Board of Statutory Auditors of Coesia
S.p.A., Maire Tecnimont S.p.A. and G.D. S.p.A..
- 291 -

Gian Luigi Francardo. Degree in Business and Economics, freelance professional
and chartered accountant from 1956. In 1966, was appointed as certified public
accountant. He has dedicated himself exclusively to his profession, with a special
focus on corporate consultancy. He has been, inter alia, a member of the Board of
Directors of Banco di Chiavari and of Riviera Ligure, certified public accountant for
the University of Genoa and of the Registro Italiano Navale, member of the Board of
Statutory Auditors of Piaggio & C. S.p.A., Coe & Clerici S.p.A., Acquedotto De
Ferrari Galliera S.p.A., Acquedotto Nicolay S.p.A. and Cassa di Risparmio di Trieste
Banca S.p.A.. He has been: member of the Board of Governors of the Genoa branch of
Bank of Italy, Coordinating Commissioner for I.A.M. Rinaldo Piaggio S.p.A. under
special administration and, was appointed by the Presiding Judge of the Court of Asti
as Board expert for the estimation of the initial shareholders’ equity of Banca C.R.
Asti S.p.A.. He is currently Chairman of the Board of Statutory Auditors of Pioneer
Global Asset Management S.p.A. and Saiwa S.p.A., Standing Auditor of UniCredit
Banca and Court-appointed liquidator of COMAR Assicurazioni under compulsory
winding-up procedure.
Siegfried Mayr. Degree in Economics and Commerce and in Law, is a Chartered
Accountant, Lecturer in international tax law at the Scuola di Polizia Tributaria (Tax
Police School) of the Guardia di Finanza (Ostia) and on various Master’s courses on
Tax Law in Italy and Germany. He is a freelance journalist and contributor to Italian
and international tax and financial journals. He has been, inter alia, Standing Auditor
of Robert Bosch S.p.A., Evonik Goldschmidt Italia S.r.l., TK Acciai S.p.A.,
Richemont Italia S.p.A., Chairman of the Board of Statutory Auditors of Thyssen
Italia S.p.A. and Degussa Partecipazioni Italia S.r.l., member of the Board of Directors
of the Italian-German Chamber of Commerce in Milan and is still a member of the
Board of Directors of the Italian Chamber of Commerce for Switzerland in Zurich. He
has held various teaching roles at the University of Innsbruck, at the University of
Hamburg and the Università Cattolica di Milano (Catholic University of Milan).
Aldo Milanese. Degree in Economics, has served as a chartered accountant in the
corporate and tax sector from 1972 and Public Accountant since 1977. He is currently
Chairman of the Association of Chartered and Qualified Accountants of Ivrea,
Pinerolo, Turin and Standing Auditor in various listed and unlisted companies
operating in the banking, insurance, financial, industrial and commercials sectors
including Iride S.p.A., Pronto Assistance S.p.A., Finanziaria Città di Torino S.r.l. and
Teksid S.p.A., and is an independent Director at Azimut Holding S.p.A.. Since 2009
he has been the common representative of the savings shareholders of Fiat S.p.A..
Vincenzo Nicastro. Holds a degree in Law, is a member of the NED (Non-Executive
Directors) Community and listed on the Register of Certified Public Accountants since
1995. He has held the role of Chairman, member of the Board of Directors and auditor
at numerous companies including Infracom S.p.A., Granarolo S.p.A., Centrale del
Latte di Milano S.p.A. and Cariverona S.p.A.; he is currently a member of the Board
of Directors and the Board of Statutory Auditors at various companies, a few of which
are listed.
- 292 -

Massimo Livatino. Degree in Economics and Commerce from the University of
Parma. In 1990 was certified to practice as chartered accountant and in 1995 was
registered as a public accountant. Since 1990 he has been a lecturer of accounting and
auditing at the Luigi Bocconi University of Milan and in 1994 became a researcher at
the same University. He is a senior lecturer at SDA Bocconi, where he teaches various
Master’s courses and is scientific head of the Osservatorio di Revisione. He has
authored numerous publications on administration and control. From 2004 he has
been consultant for Chiesi Farmaceutici S.p.A., for the introduction of the internal
auditing department and provided support to the activities of said department; from
2005 he has been consultant for Interpump Group S.p.A. supporting the activities of
the internal auditing department; since 2006 he has been Chairman of the Supervisory
Body; from 2007 he has been in charge of internal auditing of SNIA S.p.A.. He is also
Chairman of the Board of Statutory Auditors of Parmalat Distribuzione Alimenti S.r.l.
and auditor of Fresenius Kabi Italia S.p.A., Fresenius Kabi Italia S.r.l. and Holostem
Terapie Avanzate S.r.l. (Chiesi Farmaceutici Group).
Giuseppe Verrascina. Degree in Economics and Commerce from the University of
Pavia, he became a chartered accountant in 1972 and is listed on the Register of
Chartered Accountants. From the 2004/2005 academic year has been contract
professor of Auditing at the University of Trieste. In 1982 was called to join Consob
as an expert by Chairman Guido Rossi. As part of said role, he carried out activities in
the corporate and stock exchange areas, with a special focus on market supervision
matters. He left Consob in October 1984. Between 1986 and 1992 he was a member of
the Board of Statutory Auditors, upon appointment by Consob, of Monte Titoli S.p.A.
and from 1992 to 1996 was the CEO of said company upon appointment by the Bank
of Italy. As part of said role, he led the privatisation of the company now controlled by
Borsa Italiana S.p.A.. From 1997 he has been Standing Auditor, upon appointment by
the Bank of Italy, of MTS S.p.A. (Market and Government Securities Company) and,
as a result of the change in the governance model, in 2005 became a member of the
Supervisory Board. He holds roles in the corporate bodies of some companies and
entities as director or auditor.
The following table shows the companies in which the members of the Board of
Statutory Auditors of the Issuer are and/or have been members of the administration,
management or control bodies, or holders of a qualified equity investment (more than
2% in listed companies and 10% in unlisted companies), at any time during the five
years preceding the date of the Prospectus, and in the five years before said date:
Name and Company in which activity is carried out Office held Status of
Surname
office held
Giorgio Loli Acer Italia S.p.A. Standing Auditor Incumbent
Chairman of the Board Incumbent
Coesia S.p.A.
of Statutory Auditors
Cooperativa Verde Moscova a r.l. Standing Auditor Incumbent
Chairman of the Board Incumbent
Finprema S.r.l.
of Statutory Auditors
Chairman of the Board Incumbent
G.D. S.p.A.
of Statutory Auditors
Isoil Impianti S.p.A. Standing Auditor Incumbent
Isoil Industria S.p.A. Standing Auditor Incumbent
- 293 -

Gian Luigi
Francardo
Siegfried
Mayr
Aldo
Milanese
Chairman of the Board Incumbent
Maire Tecnimont S.p.A.
of Statutory Auditors
Chairman of the Board Incumbent
StyleMark S.p.A.
of Statutory Auditors
Chairman of the Board Incumbent
Residenziale Immobiliare 2004 S.p.A. of Statutory Auditors
Studio Arte S.r.l. Chairman of the Board
of Directors
Incumbent
UniCredit Real Estate S.p.A. Standing Auditor Incumbent
Chairman of the Board Incumbent
UniCredit Audit S.p.A.
of Statutory Auditors
ITS - Iniziative Turistiche Sarde S.p.A. Partner Incumbent
ITS - Iniziative Turistiche Sarde S.p.A.
Polaroid (Italia) S.p.A. in liquidazione (in
Director Ceased
liquidation) Standing Auditor Ceased
Am.Cos Investimenti S.p.A. Standing Auditor Ceased
Arcus S.p.A. Chairman of the Board
of Directors
Ceased
Enertad S.p.A. Director Ceased
e-Tad Tecnologie S.p.A. Director Ceased
Fintad SA Director Ceased
Locat Rent S.p.A. Standing Auditor Ceased
Nova Immobiliare S.p.A. Standing Auditor Ceased
Rizoma S.r.l. Chairman of the Board
of Directors
Ceased
Tadfin SA Director Ceased
Vecchio Convento S.r.l. Sole Director Ceased
UniCredit Banca S.p.A. Standing Auditor Incumbent
Pioneer Global Asset Management S.p.A. Chairman of the Board
of Statutory Auditors
Incumbent
SAIWA S.p.A. Chairman of the Board
of Statutory Auditors
Incumbent
Comar Ass.ni S.p.A. in liquidazione coatta Court-Appointed Incumbent
amministrativa (under compulsory
winding-up procedure)
Liquidator
UniCredit Audit S.p.A. Chairman of the Board
of Statutory Auditors
Ceased
Evonik Goldschmidt Italia S.r.l. Standing Auditor Ceased
Degussa Partecipazioni Italia S.r.l. Chairman of the Board
of Statutory Auditors
Ceased
Richemont Italia S.p.A. Standing Auditor Ceased
Camera di Commercio Italo-Germanica Member of the Board of Ceased
(Italian-German Chamber of Commerce) Directors
Camera di Commercio Italiana per la Member of the Board of Incumbent
Svizzera (Italian Chamber of Commerce
for Switzerland)
Directors
AEM Torino Distribuzione S.p.A. Chairman of the Board
of Statutory Auditors
Incumbent
Azimut Holding S.p.A. Member of the Board of
Directors
Incumbent
Banco Alimentare del Piemonte Chairman of the Board
of Auditors
Incumbent
BIM Vita S.p.A. Chairman of the Board
of Statutory Auditors
Ceased
Chamber of Arbitration of Piedmont Member of the Council Incumbent
- 294 -

CSP Società Consortile a r.l. Chairman of the Board
of Statutory Auditors
Ceased
Centro Estero per l’Internazionalizzazione Chairman of the Board Incumbent
del Piemonte CEIP S.c.p.a.
of Statutory Auditors
Consorzio Industrie Fiammiferi C.I.F. in
liquidazione (in liquidation)
Standing Auditor Ceased
Equitalia Cuneo S.p.A. Standing Auditor Ceased
Equitallia Nomos S.p.A. Standing Auditor Ceased
Fabbriche Riunite di Fiammiferi S.r.l. Chairman of the Board
of Statutory Auditors
Ceased
Federal Mogul Italy S.r.l. Standing Auditor Incumbent
Federal-Mogul Operations Italy S.r.l. Standing Auditor Ceased
FIAT Partecipazioni S.p.A. Standing Auditor Ceased
FIAT Auto Financial Services S.p.A. Standing Auditor Ceased
Finanziaria Città di Torino S.r.l. Chairman of the Board
of Statutory Auditors
Incumbent
Finanziaria Fondazioni S.p.A. in Chairman of the Board Incumbent
liquidazione (in liquidation)
of Statutory Auditors
Finpiemonte Partecipazioni S.p.A. Chairman of the Board
of Statutory Auditors
Ceased
Fondazione del Piemonte per l’Oncologia Chairman of the Board Incumbent
(Piedmont Oncology Foundation) of Statutory Auditors
Fondazione per l’Arte Moderna e
Contemporanea CRT (CRT Foundation for
Modern and Contemporary Art)
Public Accountant Incumbent
Fondazione Piazza dei Mestieri Marco Chairman of the Board Incumbent
Andreoni
of Auditors
Fondazione Piero Piccatti dell’Ordine Chairman of the Board Incumbent
Dottori Commercialisti ed Esperti Contabili
di Ivrea - Pinerolo – Torino (Piero Piccati
foundation of Chartered and Qualified
Accountants of Ivrea, Pinerolo, Turin
of Directors
ISAIDAT – Istituto Subalpino per l’analisi
e l’insegnamento del diritto delle attività
transnazionali (Subalpine Institute for
Analysis and Education on Law in Cross
Border Activities)
Public Accountant Incumbent
Holding Piemonte e Valle d’Aosta S.p.A. Standing Auditor Incumbent
IRIDE S.p.A. Chairman of the Board
of Statutory Auditors
Incumbent
Museo dell’Automobile Carlo Biscaretti di Chairman of the Board Incumbent
Ruffia
of Auditors
Ordine degli Avvocati di Torino (Register Chairman of the Board Incumbent
of Lawyers of Turin)
of Auditors
Ordine dei Dottori Commercialisti ed
Esperti Contabili di Ivrea – Pinerolo –
Torino (Association of Chartered and
Qualified Accountants of Ivrea, Pinerolo,
Turin)
Chairman Incumbent
Pegaso Investimenti Campioni d’Impresa
S.p.A.
Standing Auditor Incumbent
Pronto Assistance S.p.A. Chairman of the Board
of Statutory Auditors
Incumbent
Retitalia Soc. Consortile a r.l. Liquidator Ceased
Società Trasporto Telematico S.p.A. Chairman of the Board
of Statutory Auditors
Ceased
Synesis Finanziaria S.p.A. in liquidazione Standing Auditor Ceased
- 295 -

Vincenzo
Nicastro
Massimo
Livatino
(in liquidation)
Tecno Holding S.p.A. Standing Auditor Ceased
Teksid S.p.A. Chairman of the Board
of Statutory Auditors
Incumbent
Torino Nuova Economia S.p.A. Standing Auditor Ceased
UniCredit Family Financing Bank S.p.A. Standing Auditor Incumbent
UniCredit Private Asset Management Chairman of the Board Ceased
Società di Gestione del Risparmio p.a. of Statutory Auditors
UniCredit Private Banking S.p.A. Chairman of the Board
of Statutory Auditors
Incumbent
Unimanagement S.r.l. Chairman of the Board
of Statutory Auditors
Incumbent
Aspan S.r.l. Partner Ceased
G.M.T. Servizi S.r.l. in liquidazione (in
liquidation)
Partner Ceased
S&M Strumenti e mezzi S.r.l. Partner Incumbent
Università degli Studi di Scienze Chairman of the Board Incumbent
Gastronomiche (University of Gastronomic
Sciences)
of Auditors
Filati Bertrand in a.s. Chairman of the
Supervisory Board
Incumbent
Carrozzeria Bertone S.p.A. in a.s. Extraordinary
Commissioner
Incumbent
Bertone S.p.A. in a.s. Extraordinary
Commissioner
Incumbent
UniCredit Corporate Banking S.p.A. Chairman of the Board
of Statutory Auditors
Incumbent
UniCredit Leasing S.p.A. Standing auditor Incumbent
Sitech S.p.A. Standing Auditor Ceased
Realty Vailog S.p.A. Director Incumbent
Reno de Medici S.p.A. Director Incumbent
Red.IM. S.r.l. Chairman of the Board
of Directors
Incumbent
Stim S.p.A. Standing Auditor Ceased
Chia Invest S.p.A. Standing Auditor Ceased
Baia Chia Hotels S.p.A. Chairman of the Board
of Statutory Auditors
Ceased
Chia Hotels & Resorts S.p.A. Chairman of the Board
of Statutory Auditors
Incumbent
Costa Verde Arbus S.r.l. Standing Auditor Incumbent
Cosud S.r.l. Standing Auditor Incumbent
Crédit Agricole Private Equity Italia Sgr. Chairman of the Board Incumbent
S.p.A.
of Statutory Auditors
My Way Airlines S.r.l. Chairman of the Board
of Statutory Auditors
Ceased
Darwin Airlines S.A. Director Ceased
Schiapparelli 1824 S.p.A. Standing Auditor Ceased
Nutritionals Schiapparelli S.r.l. Standing Auditor Ceased
Pikenz S.p.A. Chairman of the Board
of Statutory Auditors
Ceased
Parmalat Distribuzione Alimenti S.r.l. Chairman of the Board
of Statutory Auditors
Incumbent
Fresenius Kabi Italia S.p.A. Member of the Board of
Statutory Auditors
Incumbent
Fresenius Kabi Italia S.r.l. Member of the Board of
Statutory Auditors
Incumbent
Holostem Terapie Avanzate S.r.l. Member of the Board of Incumbent
- 296 -

Giuseppe
Verrascina
Interpump Group S.p.A.
Statutory Auditors
Chairman of the
Supervisory Body
Incumbent
3M Italia S.p.A. Chairman of the
Supervisory Body
Incumbent
Chiesi Farmaceutici S.p.A. Chairman of the
Supervisory Body
Incumbent
Centrale del Latte di Roma S.p.A. Chairman of the
Supervisory Body
Incumbent
Metropolitana Milanese S.p.A. Member of the
Supervisory Body
Incumbent
Gilead Sciences S.r.l. Member of the
Supervisory Body
Incumbent
Euromilano S.p.A. Member of the
Supervisory Body
Incumbent
SNIA S.p.A. Internal control manager Incumbent
Aries S.c.r.l. Member of the Board of
Statutory Auditors
Ceased
UniCredit Audit S.p.A. Standing Auditor Incumbent
UniCredit Leasing S.p.A. Standing Auditor Incumbent
UniCredit Banca Slovenjia Independent Member of
the Audit Committee
Incumbent
CESEFI S.r.l. Sole Director Incumbent
Consorzio Pavese per gli studi post Member of the Board of Incumbent
universitari (Pavese Consortium for post-
University studies)
Auditors
ING IMI SIM S.p.A. Standing Auditor Ceased
GIUSVAL S.r.l. Sole Director Ceased
Lamaione S.r.l. Standing Auditor Ceased
JP Morgan Fleming S.p.A. Standing Auditor Ceased
XAA Agenzia Assicurativa Standing Auditor Ceased
MTS S.p.A. Standing Auditor Ceased
MTS S.p.A. Member of the
Supervisory Board
Ceased
PROFIT SIM S.p.A. in a.s. Extraordinary
Commissioner
Ceased
GEA Jet Pumps Italia S.p.A. Chairman of the Board
of Statutory Auditors
Ceased
SILF S.p.A. Chairman of the Board
of Statutory Auditors
Ceased
Fondo pensione Banca Regionale Europea Member of the Board of Ceased
(European Regional Bank Pension Fund)
Auditors
Ondavision S.p.A. Chairman of the Board
of Directors
Ceased
Ondavision.com S.r.l. Chairman of the Board
of Directors
Ceased
Cesefi S.r.l. Sole Director/Partner Incumbent
Ondavision S.p.A Board Chairman/Partner Ceased
Giusval S.r.l. Sole Director/Partner Ceased
For all members of the Board of Statutory Auditors, the necessary checks were
performed on the existence of the requirements of integrity, professionalism and
independence pursuant to the legislation in force.
- 297 -

All members of the UniCredit Board of Statutory Auditors are listed in the Register of
Auditors at the Ministry of Justice and, for the purposes of office, reside at the Office
of the Issuer’s General Management (Via San Protaso, 3 - 20121 Milan).
Except as indicated in the First Section, Chapter 20, Paragraph 20.10, as far as the
Issuer is aware, no member of the Board of Statutory Auditors, in the five years
preceding the date of the Prospectus: (i) has been convicted of fraud; (ii) been declared
bankrupt or subject to insolvency proceedings or has been associated, as part of
execution of the duties of their office, to any bankruptcy, or controlled administration
procedures or liquidation; and (iii) has incurred official incriminations and/or
sanctions from public or regulatory authorities (including designated professional
associations) nor debarments, imposed by a court, from fulfilling the role of member
of an administrative, management or control body of the company or a ban on the
execution of management or direction activities of any company.
None of the members of the Board of Statutory Auditors indicated in the tables above
have relationships with any of the other members of the Board of Directors, members
of the Board of Statutory Auditors and/or Senior Managers of the Issuer.
14.1.3. Senior management and other executives
A list of the senior managers of the Issuer and the role held at the Issuer as at the date
of the Prospectus is shown below.
Name and Surname Office held
Alessandro Profumo CEO and General Manager 1
Roberto Nicastro Deputy CEO and Deputy General Manager Responsible for
Retail
Sergio Pietro Ermotti Deputy CEO and Deputy General Manager Responsible for
CIB & PB
Paolo Fiorentino Deputy CEO and Deputy General Manager Responsible for
GBS
Nadine Faruque General Counsel & Group Compliance Officer
Federico Ghizzoni CEE Banking Operations Manager
Karl Guha Chief Risk Officer
Marina Natale Chief Financial Officer and officer in charge of preparing the
company's accounting documents
Salvatore Piazzolla Human Resources Manager
1 Role performed during his tenure as CEO
A short CV for each of the managers listed above is shown below - including the
officer in charge of preparing the company's accounting documents and excluding the
CV of CEO Alessandro Profumo, for which reference should be made to Paragraph
14.1.1 of Chapter 14 - which highlight the skills and experience gained regarding
company management.
Roberto Nicastro. Graduated in Business Administration, worked at Salomon
Brothers, London, in the M&A department from 1989 until 1991. He was the senior
manager at McKinsey & Company from 1991 to 1997, responsible for strategic and
organisational projects regarding banks, financial institutions, regulatory authorities
and consumer goods manufacturers in Italy and Latin America. He joined Credito
Italiano in May 1997 as Head of the Planning and Investment Department. In October
2000 he was appointed Head of the New Europe Division of the UniCredit Group,
where he was in charge of developing and retaining a leading position in Central and
- 298 -

Eastern Europe. In November 2001 he was appointed Group Deputy General
Manager. On August 1, 2003, he was appointed Head of the Retail Division of the
UniCredit Group and Chief Executive Officer of UniCredit Banca, the Group’s bank
in charge of Italian Retail. In July 2007 he was nominated Deputy Chief Executive
Officer of UniCredit, Retail Area Manager.
Sergio Pietro Ermotti. Obtained the Swiss Certified Banking Expert and Advanced
Management Program diplomas from Oxford University. He began his career as an
apprentice at Corner Bank SA in Lugano. After working there as a trader, in 1985 he
moved to Citibank NA of Zurich, where he handled the trading of equity-linked
products and was then promoted to Resident Vice President. In 1987, he joined Merrill
Lynch & Co. in Zurich as Vice President, responsible for launching and managing
capital market activities denominated in CHF (Swiss francs) in Switzerland. In 1993
he was appointed Managing Director and moved to London to take up the role of Head
of European Equity Derivatives. He was nominated Head of Global Equity
Derivatives in 1996, with headquarters in New York. Between 1997 and 1999 he was
the Head of Global Equity-linked Products. From 1998 he has also been a member of
the Executive Management Committee for Europe, the Middle East and Africa, with
headquarters in London. From 1999 until 2001 he was Head of Equity Markets for
Europe, the Middle East and Africa, and responsible for the bank’s regional share
operations. Between 2001 and 2003 he was the Senior Vice President, working as co-
Head of Global Equity Markets, responsible for all the bank’s global share activities,
including trading, subscription and sale of all equity and equity-linked products, equity
financing & services; as a member of the Executive Management Committee for
Global Markets & Investment Banking, he joined the Operating Committee of Merrill
Lynch & Co. In December 2005 he joined UniCredit as Manager of the Markets &
Investment Banking Division. In July 2007 he was appointed Group Deputy Chief
Executive Officer, a role he still holds, and is responsible for the Corporate &
Investment Banking and Private Banking Strategic Business Area.
Paolo Fiorentino. Graduated with honours in Economics and Trade from the
Università Federico II di Napoli (Federico II University of Naples), and has been
UniCredit Group Deputy Chief Executive Officer since July 2007. He began his
professional career in 1981 with Credito Italiano (now UniCredit) where he obtained
experience in all banking sectors. He was appointed HR Manager in Campania in
1990, then in Sicily, where he took up the role of Organisation and Resources
Manager for the Direzione Territoriale Sicilia. In 1996 he was appointed Head of
Organisation of Credito Italiano. Two years later, in 1998, as part of the staff of
Alessandro Profumo, he became the Head of the Integration Unit of Banche Federate.
In October 1999 he was appointed Central Co-Director of the Group and in November
of the same year, became COO of Bank Pekao S.A.. In August 2003, he was
appointed UniCredito Italiano (now UniCredit) Deputy General Manager and Head of
the New Europe Division. One year later, he was nominated as Head of the Global
Banking Services Division. On July 17, 2007 he was appointed Deputy Chief
Executive Officer of UniCredit and, less than one month later, on August 3, was
appointed CEO of Capitalia (until October 1) and, on September 26 the same year,
CEO of Banca di Roma (until May 6, 2009).
- 299 -

Nadine Faruque. Completed her studies in Berne obtaining the title of
“Fuersprecher”, obtained a Legum Magister (L.L.M Degree) from the Duke
University School of Law (North Carolina, United States of America). She is a
qualified US (New York) and Swiss attorney. She is fluent in English, French,
German, Italian and Urdu. She joined UniCredit in October 2008 as General Counsel
& Group Compliance Office with the title of Senior Executive Vice President. She
began her career at premier law firms in Europe and North America before joining the
Office of General Counsel (OGC) at Merrill Lynch International in London in 1998.
Here she held the position of Head of Continental Europe and Member of the Merrill
Lynch International OGC EMEA Management Committee.
Federico Ghizzoni. Graduated in law from the University of Parma, he started his
career in 1980 as Customer Relations Manager at UniCredit Banca’s (then Credito
Italiano) Piacenza branch. Having worked as the Head of the Credit & Marketing
Department at the Piacenza branch, he undertook the Branch Director position in
Trieste between 1988 and 1989. He continued his career as Director of the Seriate
Branch between 1990 and 1992. He was then appointed Deputy General Manager of
UniCredit’s London Office. In 1995 he was appointed General Manager of
UniCredit’s Singapore Office and then became Executive Director responsible for
Corporate and International Banking between 2000 and 2002 at Bank Pekao S.A, a
subsidiary of the UniCredit Group. In the same period he was also a member of the
Supervisory Board of Pekao and its subsidiaries and started to work at Koç Financial
Services in 2003, a Koç Holding and UniCredit Group joint venture. Being Executive
Board Member of Koç Financial Services and all its subsidiaries, he joined the Top
Management where he was responsible for auditing, risk management, planning and
control. After the acquisition of Yapi ve Kredi Bankasi and all its subsidiaries from
Koç Financial Services, he became COO & Executive Board Member of Koç
Financial Services and COO & Vice Chairman of Yapi ve Kredi Bankasi. In July
2007, he was appointed Head of Poland’s Markets Division and Head of Central and
Eastern Europe business as a member of the BA-CA Management Board. Since July
2008 he has first held the role of CEE Divisionalisation Program Manager then CEE
Banking Operations Manager with the title of Senior Executive Vice President.
Karl Guha. He started his career in ABN in 1989 after completing his studies in
Economics and Management Sciences at Boston University. During his twenty odd
years at ABN, he has served in various capacities in Structured Products, Cross-
Border Risk Trading, Risk Management and Group Treasury. In terms of locations, he
was worked in the US, UK, Australia and the Netherlands. He speaks Dutch, English
and Hindi. On January 1, 2009 he joined UniCredit as Group Chief Risk Officer. He is
a member of the Executive Management Committee, reporting directly to the CEO.
Marina Natale. She holds a degree in Business Economics from the Università
Cattolica di Milano (Catholic University of Milan). She joined the UniCredit Group
(then Credito Italiano) in January 1988, working in the Studies and Planning Office.
After having been in charge of a series of projects in the Control and Planning Office
of the Equity Investments Area, as head of the Group M&A & Business Development
department, she was directly responsible for more than 50 Group purchasing
transactions. In particular, he has managed the business combination with the HVB
- 300 -

Group and merger with the Capitalia Group, overseeing all integration/reorganisation
processes that followed. From July 2008 until April 2009, she was manager of
UniCredit's Private Banking Division. From May 2009 she has held the role of Chief
Financial Officer (CFO) and Officer in charge of preparing the company’s accounting
documents with the title of Senior Executive Vice President.
Salvatore Piazzolla. He studied philosophy at the Università Statale di Milano (Milan
State University). From July 2005 he has been UniCredit’s HR Manager, with the title
of Senior Executive Vice President. He began his career at S.C. Johnson Wax Italy in
1981, moving from Sales/Marketing to Human Resources. In 1989 he transferred to
the European headquarters in London, where he became Area HR Manager. In 1993
he moved to Pepsico as Director of the global headquarters in Somers, NY USA. Later
in 1996, he returned to London to take up the role of Europa & Africa HR Director. In
1997 he moved to GE Human Resources in the oil & gas Division, with headquarters
in Florence. He returned to the United States in 1999, where he held the role of Vice
President for global human resources in divisions such as GE Plastics and GE
Infrastructure.
The following table shows the companies in which each of the company’s senior
managers (excluding the CEO Alessandro Profumo, for which reference should be
made to Paragraph 14.1.1 of Chapter 14) have been and/or are members of the
administration, management or control bodies, or officer in charge of preparing the
company’s accounting documents, currently and in the five years preceding the date of
the Prospectus:
Name and Surname Company in which Office held Status of office
activity is carried out
held
Roberto Nicastro Banco di Sicilia S.p.A. Member of the Board Incumbent
(formerly UniCredit
Servizi Retail 3)
of Directors
UniCredit Bank Austria Member of the Incumbent
AG (formerly Bank Austria
Creditanstalt AG)
Supervisory Board
Bayerische Hypo und Member of the Incumbent
Vereinsbank AG
Supervisory Board
ZAO UniCredit Bank Member of the Incumbent
A.B.I. - Associazione
Supervisory Board
Member of the Board Incumbent
Bancaria Italiana (Italian of Directors and of
Banking Association) the Executive
Committee
UniCredit Family
Member of the Board Ceased
Financing Bank S.p.A.
(formerly UniCredit
Consumer Financing Bank
– formerly UniCredit
Clarima Banca S.p.A.
of Directors
UniCredit Banca S.p.A. Member of the Board Ceased
of Directors and
Member of the
UniCredit Banca S.p.A.
Executive Committee
Member of the Board Ceased
(formerly UniCredit of Directors and
- 301 -

Servizi Retail 1) Member of the
UniCredit Corporate
Executive Committee
Member of the Board Ceased
Banking (formerly
UniCredit Banca
d’Impresa)
of Directors
UniCredit Global
Member of the Board Ceased
Information Services
Società Consortile per
Azioni (formerly UniCredit
Servizi Informativi S.p.A.)
of Directors
UniCredit Banca di Roma Member of the Board Ceased
S.p.A.
of Directors and
Member of the
Executive Committee
Consorzio per la Gestione Member of the Ceased
del Marchio Pattichiari General Council
Creditras Assicurazioni Chairman of the Ceased
S.p.A.
Board of Directors
Creditras Vita S.p.A. Chairman of the Ceased
Banco di Sicilia S.p.A.
Board of Directors
Member of the Board
of Directors
Ceased
Sergio Pietro Ermotti UniCredit Banca Mobiliare Member of the Board Ceased
S.p.A.
of Directors / CEO
UniCredit Advisory Chairman of the Ceased
Limited (formerly
UniCredit China Capital
Ltd.)
Supervisory Board
UniCredit (China)
Chairman of the Ceased
Advisory Limited
(formerly UniCredit
Beijing Consultants
Company Ltd)
Board of Directors
UniCredit Bank Austria Member of the Incumbent
AG (formerly Bank Austria
Creditanstalt AG)
Supervisory Board
Bayerische Hypo und Chairman of the Incumbent
Vereinsbank AG
Supervisory Board
London Stock Exchange Member of the Board Incumbent
Group Plc
of Directors
Koc Finansal Hizmetler AS Member of the Board
of Directors
Ceased
Darwin Airline SA Chairman of the Incumbent
Enterra SA
Board of Directors
Member of the Board
of Directors
Incumbent
Hotel Residence Principe Chairman of the Incumbent
Leopoldo SA – Paradiso Board of Directors
Leopoldo Hotels & Chairman of the Incumbent
Restaurants SA
Board of Directors
Tessal SA Member of the Board
of Directors
Incumbent
Fidinam Group Holding Member of the Board Incumbent
SA
of Directors
Kurhaus Cademario SA Member of the Board
of Directors
Incumbent
- 302 -

Reninvest SA Member of the Board
of Directors
Paolo Fiorentino Koc Finansal Hizmetler AS Vice Chairman of the
Board of Directors
Koc Bank AS Vice Chairman of the
Board of Directors
UniCredit Processes &
Administration Società per
Azioni (formerly UniCredit
Produzioni Accentrate
S.p.A.)
Nadine Faruque No office held in the
UniCredit Group
- 303 -
Chairman of the
Board of Directors
Capitalia S.p.A. Member of the Board
of Directors / CEO
UniCredit Banca di Roma Member of the Board
S.p.A. (formerly UniCredit of Directors /CEO
Servizi Retail Due S.p.A.) and Member of the
Executive Committee
UniCredit Private Banking Member of the Board
S.p.A.
of Directors and
Member of the
Executive Committee
UniCredit Banca S.p.A. Member of the Board
of Directors and
Member of the
Executive Committee
UniCredit Real Estate Member of the Board
S.p.A.
of Directors
Cordusio Immobiliare Member of the Board
S.p.A.
of Directors
UniCredit Global
Member of the Board
Information Services
S.p.A. (formerly UniCredit
Servizi Informativi S.p.A.)
of Directors
I-Faber S.p.A. Member of the Board
of Directors
Banco di Sicilia S.p.A. Member of the Board
(formerly UniCredit
Servizi Retail Tre S.p.A.)
of Directors
Bank Pekao SA Vice Chairman of the
Supervisory Board
UniCredit Bulbank AD Chairman of the
(formerly Bulbank AD) Supervisory Board
UniCredit Bank Austria Member of the
AG (formerly Bank Austria
Creditanstalt AG)
Supervisory Board
Bayerische Hypo und Member of the
Vereinsbank AG
Supervisory Board
Bank BPH (formerly Bank Member of the
Bph Spolka Akcyina) Supervisory Board
Zagrebačka Banka DD Member of the
Supervisory Board
Federico Ghizzoni UniCredit Leasing S.p.A.
(formerly locat S.p.A.)
Member of the Board
of Directors
Ceased
Ceased
Ceased
Ceased
Ceased
Incumbent
Ceased
Ceased
Ceased
Ceased
Ceased
Ceased
Ceased
Incumbent
Ceased
Incumbent
Incumbent
Ceased
Ceased
Incumbent

Karl Guha Bayerische Hypo und
Vereinsbank AG
Tamarind Capital
Investment (Fondo
Fiduciario Familiare)
Blue Rhino Capital
Investment
(Fondo Fiduciario
Familiare)
UniCredit Banka Slovenija Chairman of the
d.d.
Supervisory Board
Bank Pekao sa Vice Chairman of the
Supervisory Board
Joint Stock Commercial Vice Chairman of the
Bank for Social
Development Ukrsotsbank
Supervisory Board
Zao UniCredit Bank Member of the
Supervisory Board
UniCredit Tiriac Bank s.a. Member of the
Supervisory Board
Yapi ve Kredi Bankasi as Vice Chairman of the
Board of Directors
Koc Finansal Hizmetler as Member of the Board
of Directors
UniCredit Bank Austria Member of the
AG (formerly bank austria Management Board
creditanstalt ag)
(Deputy CEO)
UniCredit Global Leasing Member of the Board
S.p.A.
of Directors
Bank BPH sa Vice Chairman of the
Supervisory Board
Koc Bank as Member of the
Management Board
- 304 -
Incumbent
Incumbent
Incumbent
Incumbent
Incumbent
Incumbent
Incumbent
Incumbent
Ceased
Ceased
Ceased
Member of the
Supervisory Board
Incumbent
Managing Director Incumbent
Director (no active
role in management)
Marina Natale Bayerische Hypo und Member of the
Vereinsbank AG
Supervisory Board
Pioneer Fonds Marketing Chairman of the
GmbH
Board of Directors
UniCredit Private Banking Vice Chairman of the
Board of Directors
and Member of the
Executive Committee
Fidia SGR S.p.A. Member of the Board
of Directors
Finecobank S.p.A. Member of the Board
of Directors
Bank BPH SA Member of the
Supervisory Board
HVB Banque Luxembourg Vice Chairman of the
SA
Board of Directors
Salvatore Piazzolla Unimanagement S.r.l. Member of the Board
of Directors
Koc Finansal Hizmetler Member of the Board
of Directors
Unidea – UniCredit Vice Chairman of the
Foundation
Board of Directors
Incumbent
Incumbent
Ceased
Ceased
Ceased
Ceased
Ceased
Ceased
Incumbent
Incumbent
Incumbent

Fondazione Ugo Foscolo
(UniCredit & Universities)
- 305 -
Member of the Board
of Directors
Incumbent
With the exception of Sergio Pietro Ermotti, who holds a major equity investment in
Enterra S.A., Tessal S.A., Kurhaus Cademario S.A. and Explanade Hotel Resort &
Spa SA, as far as the Issuer is aware, none of the senior managers hold or have held, in
the last five years, significant equity investments (more than 2% in listed companies
and 10% in unlisted companies).
Except as indicated in the First Section, Chapter 20, Paragraph 20.10, as far as the
Issuer is aware, none of the company’s senior managers, in the five years preceding
the date of the Prospectus: (i) have been convicted of fraud; (ii) been declared
bankrupt or subject to insolvency proceedings or has been associated, as part of
execution of the duties of their office, to any bankruptcy, or controlled administration
procedures or liquidation; and (iii) have incurred official incriminations and/or
sanctions from public or regulatory authorities (including designated professional
associations) nor debarments, imposed by a court, from fulfilling the role of member
of an administrative, management or control body of the company or a ban on the
execution of management or direction activities of any company.
None of the senior managers indicated in the tables above have relationships with
members of the Board of Directors, members of the Board of Statutory Auditors
and/or the senior managers of the Issuer.
14.2. Conflict of interest of the administration, management and control bodies and
senior managers
14.2.1. Potential conflicts of interest of members of the Board of Directors, Board of
Statutory Auditors or senior managers
As at the date of the Prospectus, as far as the Issuer is aware, no member of the Board
of Directors, Board of Statutory Auditors or the company’s senior managers had
conflicts of interest with the obligations deriving from office or the position held at the
Issuer or the Group, except for those relating to transactions subject to the competent
bodies of UniCredit and/or companies in the UniCredit Group according to the
procedures set out, in strict compliance with the legislation in force. In fact, the
members of UniCredit's administrative, management or control bodies are required to
observe the provisions described below, aimed at regulating significant events from
the viewpoint of the existence of a specific interest in carrying out a transaction:
- article 136 of the TUB (Consolidated Banking Act) imposes the adoption of a
special authorisation procedure (decision of the administrative body taken
unanimously and with the favourable votes of all members of the control body
and, where necessary, approval of the parent company) in the event in which a
bank or a company forming part of a banking group contracts obligations of any
nature or carries out purchase/sales, directly or indirectly, with the respective
company representatives or in the case in which another company/bank in the
same banking group effects loan transactions with company representatives of the
same banking group. To this end, also significant are the obligations existing with

companies controlled by the aforementioned representatives or in which said
entities perform administrative, management or control duties, and with
companies controlled by the latter or that control them. The resolution is assumed
with the abstention of the interested party;
- Article 2391 of the Italian Civil Code requires that directors inform other directors
and the Board of Statutory Auditors of any interest that, on their own behalf or on
behalf of third parties, they hold in a given company transaction, notwithstanding
the abstention to the execution of the transaction should the member of the Board
of Directors involved be the company CEO;
- Article 2391-bis of the Italian Civil Code and article 9 of the Code of Conduct
provide that the companies which have recourse to the risk capital market adopt
special procedures to ensure the transparency and fundamental and procedural
correctness of the transactions with related parties. In compliance with the
provisions described and in line with international accounting standards, the
UniCredit Board of Directors has adopted an internal procedure on the basis of
which transactions carried out with related parties are subject to reporting to the
Board of Directors and to UniCredit’s Board of Statutory Auditors, according to
specific criteria, methods and timescales.
14.2.2. Agreements or understandings with the main shareholders, customers, suppliers
or other entities, as a result of which the members of the administrative,
management or control bodies or senior managers are chosen
The Issuer is not aware of any agreements or understandings with the main
shareholders, customers, suppliers or other entities, as a result of which the members
of the administrative, management or control bodies or senior managers are chosen.
14.2.3. Agreed restrictions by members of the Board of Directors and/or Board of
Statutory Auditors and/or managers with regards to the sale of Issuer securities
The members of the Board of Directors, Board of Statutory Auditors or the Issuer’s
senior managers have not agreed any restrictions on the sale, within a given period of
time, of securities the Issuer holds in its portfolio.
Without prejudice to the obligations of the aforementioned parties to meet regulations
on internal dealing and the procedure adopted by the UniCredit Board of Directors,
which regulates information obligations and limitations regarding any types of
transaction involving UniCredit shares and financial instruments linked to these,
effected by “relevant parties” of UniCredit and individuals closely linked to said
entities.
The cited procedure also contains operating provisions for the fulfilment of
information obligations, deriving from the quotation of UniCredit shares:
- on the Frankfurt Stock Exchange, in respect of BaFin (German Federal Financial
Supervisory Authority) pursuant to article 15a of Wertpapierhandelsgesetz–
WpHG (“Securities Trading Act”) and the related application instructions issued
by BaFin;
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- on the Warsaw Stock Exchange in respect of PFSA (Polish Financial Supervision
Authority) pursuant to article 160 of the Trading in Financial Instruments Act
dated July 29, 2005 and the application instructions issued by the Ministry of
Finance.
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15. COMPENSATION AND BENEFITS
15.1. Compensation and benefits to members of the Board of Directors and Board of
Statutory Auditors, the General Manager and other key management personnel
In accordance with Article 78 of the Issuers’ Regulations, the following table shows the
compensation paid for any reason and in any form during the financial year closed as at
December 31, 2008 by the Company and its direct or indirect subsidiaries to current members
of the Board of Directors and the Board of Statutory Auditors that were in office in 2008.
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Person Position description Compensation
First and Last Names Position held Period for which position was held
DIRECTORS
Dieter Rampl Chairman of the Board of
Directors
Chairman of the Permanent
Strategic Committee
Chairman of the Corporate
Governance, HR and
Nomination Committee
Chairman of the Remuneration
Committee
Member of the Internal Control
and Risks Committee
Fabrizio Palenzona Deputy Chairman of the Board
of Directors
Member of the Permanent
Strategic Committee
Chairman of the Remuneration
Committee
Anthony Wyand Deputy Chairman of the Board
of Directors
Member of the Permanent
Strategic Committee
Chairman of the Internal Control
and Risks Committee
Alessandro Profumo Member of the Board of
Directors
Member of the Permanent
Strategic Committee
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
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Emoluments for the
position in the
Company preparing the
accounts (thousands of
€)
Non-monetary
benefits
Bonuses and
other incentives
Other
compensation
1,386 26 11
44
43
43
45
240
44
42
240
44
45
336 12 3,045
44

Person Position description Compensation
First and Last Names Position held Period for which position was held
Member of the Corporate
Governance, HR and
Nomination Committee
Director in other Group
companies
Manfred Bischoff Member of the Board of
Directors
Member of the Permanent
Strategic Committee
Vincenzo Calandra Buonaura Member of the Board of
Directors
Member of the Corporate
Governance, HR and
Nomination Committee
Director in other Group
companies
Enrico Tommaso Cucchiani Member of the Board of
Directors
Donato Fontanesi Member of the Board of
Directors
Director in other Group
companies
Francesco Giacomin Member of the Board of
Directors
Member of the Corporate
Governance, HR and
Nomination Committee
Piero Gnudi Member of the Board of
Directors
Friedrich Kadrnoska Member of the Board of
Directors
January 1, 2008 – December 31,
2008
-
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
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Emoluments for the
position in the
Company preparing the
accounts (thousands of
€)
43
84
44
Non-monetary
benefits
Bonuses and
other incentives
Other
compensation
85 3 3
43
83
85
85
43
84 3 3
85
11
2

Person Position description Compensation
First and Last Names Position held Period for which position was held
Member of the Corporate
Governance, HR and
Nomination Committee
Director in other Group
companies
Marianna Li Calzi Member of the Board of
Directors
Member of the Internal Control
and Risks Committee
Salvatore Ligresti Member of the Board of
Directors
Luigi Maramotti Member of the Board of
Directors
Member of the Permanent
Strategic Committee
Member of the Corporate
Governance, HR and
Nomination Committee
Antonio Maria Marocco Member of the Board of
Directors
Chairman of the Supervisory
Body 1
Carlo Pesenti Member of the Board of
Directors
Chairman of the Remuneration
Committee
Hans-Jürgen Schinzler Member of the Board of
Directors
Member of the Permanent
Strategic Committee
Franz Zwickl Member of the Board of
Directors
January 1, 2008 – December 31,
2008
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Emoluments for the
position in the
Company preparing the
accounts (thousands of
€)
42
Non-monetary
benefits
Bonuses and
other incentives
Other
compensation
May 8, 2008 – December 31, 2008 55 2 2
June 25, 2008 – December 31, 2008 23
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
83
85
43
43
86
25
84
41
84
43
85
4

Person Position description Compensation
First and Last Names Position held Period for which position was held
Member of the Internal Control
and Risks Committee
Director in other Group
companies
January 1, 2008 – December 31,
2008
STATUTORY AUDITORS
Giorgio Loli Chairman of the Board of
Statutory Auditors
Statutory Auditor in other Group
companies
January 1, 2008 – December 31,
2008
Gian Luigi Francardo Standing Auditor
Statutory Auditor in other Group
companies
January 1, 2008 – December 31,
2008
Siegfried Mayr
Aldo Milanese
Standing Auditor
Standing Auditor
Statutory Auditor in other Group
companies
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
Vincenzo Nicastro Standing Auditor
Statutory Auditor in other Group
companies
January 1, 2008 – December 31,
2008
Massimo Livatino
Giuseppe Verrascina
Alternate Auditor
Alternate Auditor
Statutory Auditor in other Group
companies
January 1, 2008 – December 31,
2008
January 1, 2008 – December 31,
2008
1
On August 1, 2008, the Control Body was renamed "Supervisory Body
Carlo Pesenti’s compensation was paid to Italmobiliare S.p.A.
Compensation for the offices of Director in other Group companies (totalling €141,000) were paid directly by UniCredit.
- 312 -
Emoluments for the
position in the
Company preparing the
accounts (thousands of
€)
46
Non-monetary
benefits
Bonuses and
other incentives
Other
compensation
104 4
79 3
4
8
119
79 3
79 3
117
79 3
-
-
95
41

Other key management personnel, listed in the First Section, Chapter 14, Paragraph 14.1.3,
earned a total compensation of €5.54 million during 2008 from other Group companies 34
(including premiums, incentives and benefits).
15.2. Provisions or accruals by the Issuer or other Group companies for pensions,
employee severance benefits or other similar benefits
For the financial year closed as at December 31, 2008, the total amount of provisions and
accruals by Group companies for the Managing Director and other key management personnel
was €1.56 million.
34 The amount refers to compensation earned by other key management personnel in relation to 2008. One of the
key managers was hired in 2009, therefore, his compensation was not included in the calculation.
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16. BOARD OF DIRECTORS' PRACTICES
16.1. Term of appointment for Directors in relation to the Issuers’ latest financial year
close
In accordance with Article 20 of the UniCredit Articles of Incorporation, the appointment term
for directors is established as three financial years, unless otherwise determined at the time of
the appointment. The directors' terms expire on the date of the Shareholders’ Meeting convened
to approve the financial statements of their last year in office.
The following table displays the appointment date, term, and first appointment date of the
current directors in office as at the Prospectus Date:
Name Position Appointment
date
BOARD OF DIRECTORS
Dieter Rampl Chairman April 29, 2009 Approval of
December 31,
2011 financial
Luigi Castelletti First Deputy
Chairman
Farhat Omar
Bengdara
Vincenzo
Calandra
Buonaura
Fabrizio
Palenzona
Alessandro
Profumo
Giovanni
Belluzzi
Manfred
Bischoff
Enrico
Tommaso
Cucchiani
Donato
Fontanesi
Francesco
Giacomin
Deputy
Chairman
Deputy
Chairman
Deputy
Chairman
Managing
Director
- 314 -
Term expiry First
Appointment
statements
April 29, 2009 Approval of
December 31,
2011 financial
statements
April 29, 2009 Approval of
December 31,
2011 financial
statements
April 29, 2009 Approval of
December 31,
2011 financial
statements
April 29, 2009 Approval of
December 31,
2011 financial
statements
April 29, 2009 Approval of
December 31,
2011 financial
statements
Director April 29, 2009 Approval of
December 31,
2011 financial
statements
Director April 29, 2009 Approval of
December 31,
2011 financial
statements
Director April 29, 2009 Approval of
December 31,
2011 financial
statements
Director April 29, 2009 Approval of
December 31,
2011 financial
statements
Director April 29, 2009 Approval of
December 31,
2011 financial
statements
Piero Gnudi Director April 29, 2009 Approval of
December 31,
2011 financial
Date
December 16,
2005, effective
January 11,
2006 1
April 29, 2009
April 29, 2009
May 6, 2002 1
January 11,
1999 2
January 11,
1999 1
April 29, 2009
December 16,
2005, effective
January 11,
2006 1
Co-opted
May 8, 2008 September
18, 2007 1
May 8, 2008 August 3,
2007 1
March 12, 2001 1 October 19,
2000 1
May 6, 2002 1

Friedrich
Kadrnoska
Director April 29, 2009
statements
Approval
December
of
31,
December 16,
2005, effective
2011 financial
statements
January 11,
2006 1
Marianna
Calzi
Li Director April 29, 2009 Approval of
December 31,
May 8, 2008
Salvatore
Ligresti
Director April 29, 2009
2011 financial
statements
Approval of
December 31,
May 8, 2008 August 3,
2007
2011 financial
statements
1
Luigi Maramotti Director April 29, 2009 Approval of
December 31,
May 2, January 27,
2005
2011 financial
statements
1
Antonio Maria
Marocco
Director April 29, 2009 Approval of
December 31,
July 30, 2007
2011 financial
statements
1 May
2007
20,
1
Carlo Pesenti Director April 29, 2009 Approval of May 6, 2002
December 31,
2011 financial
statements
1
Lucrezia
Reichlin
Director April 29, 2009 Approval of
December 31,
April 29, 2009
Hans-Jürgen
Schinzler
Director April 29, 2009
2011 financial
statements
Approval of
December 31,
December 16,
2005, effective
2011 financial
statements
January 11,
2006 1
Theodor Waigel Director April 29, 2009 Approval of April 29, 2009
December 31,
Anthony Wyand Director April 29, 2009
2011 financial
statements
Approval of
December 31,
January 11,
1999
2011 financial
statements
1
Franz Zwickl Director April 29, 2009 Approval of
December 31,
May 8, 2008 September
18, 2007
2011 financial
statements
1
1
In UniCredito Italiano S.p.A.
2
January 11, 1999 Managing Director of UniCredito Italiano S.p.A. (at that time Managing Director of Credito Italiano since
April 28, 1997).
On October 23, 1998, the name was changed from Credito Italiano S.p.A. to UniCredito Italiano S.p.A. On May 8, 2008, the
name was changed from UniCredito Italiano S.p.A. to UniCredit S.p.A.
16.2. Disclosure of employment contracts stipulated between directors and statutory
auditors and the Issuer or with subsidiaries that provide for employee severance
indemnities
There are no employment contracts between members of the Board of Directors or the Board of
Statutory Auditors and the Issuer or its subsidiaries that provide for employee severance
indemnities, with the exception of the employment contract with the Managing Director of
UniCredit. This contract provides for severance indemnity, in the event of dismissal or removal
without just cause, for the equivalent of 36 months’ compensation on a total annual basis -
consistent with the provisions of the Collective Labour Agreement - as well as maintaining the
subscription rights to his assigned UniCredit shares.
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16.3. Compositions and responsibilities of the Internal Control and Risks Committee
and Remuneration Committee
To ensure an effective and efficient reporting and consultation system that will enable the
Board of Directors to perform its functions in the best possible manner, committees have been
created, each with specific competence areas, to provide consultation and proposals. In addition
to the Permanent Strategic Committee and Corporate Governance, HR and Nomination
Committee, the Internal Control and Risks Committee and the Remuneration Committee were
established with the following composition and functions.
Internal Control and Risks Committee
The Internal Control and Risks Committee consists of 7 non-executive Directors, the majority
of whom are independent. The Chairman of the Board of Directors and the First Deputy
Chairman are members by right. Other members must be chosen based on those best-equipped
and willing to carry out the role, and at least one of these must have accounting and finance
experience. The Internal Control and Risks Committee is currently comprised of: Anthony
Wyand, Giovanni Belluzzi, Luigi Castelletti, Marianna Li Calzi, Dieter Rampl, Lucrezia
Reichlin and Franz Zwickl.
The Internal Control and Risks Committee carries out advisory and proposal-making functions,
specifically it:
(a) assists the Board of Directors in issuing guidelines for the internal control system, and,
at least annually, inspects their adequacy, efficiency and effectiveness and ensures that
the main business risks are correctly identified and appropriately measured, managed
and monitored. It also assists the Board of Directors in determining the criteria for the
compatibility of these risks with sound and proper management of the Issuer (risk
appetite) and ensures that the Compliance area applies the policies for the
management of non-conforming risks established by the Board and that the Audit area
implements the Board’s guidelines concerning the performance of third-level controls;
(b) analyses the periodic reports on auditing activities. In particular, at least once a year it
reviews the periodic report on the adequacy of management of the risk of nonconformance
as well as information on any failure to comply with regulations. It also
reviews the annual report on investment services, as well as the half-yearly report on
the overall position with regard to UniCredit complaints received, based on data
supplied by the department responsible for handling these complaints;
(c) analyses UniCredit Group guidelines for auditing activities and assesses the annual
control plan prepared by the head of the Internal Audit departments, receives periodic
reports and may request the performance of specific audit activities not covered in the
annual plan;
(d) reviews information received from the nominated official in charge of drawing up
company accounts concerning the proper application of accounting principles and
their standardisation for the purposes of preparing consolidated financial statements;
(e) reviews, in accordance with the responsibilities assigned under Italian legislation to
the Board of Statutory Auditors, the criteria and methods that will be used to select the
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External Auditors, as well as the selection criteria for UniCredit Group companies
exempt from auditing; reviews relationships with External Auditors, including any
consultancy work that may have been awarded to them by the Issuer and UniCredit
Group companies;
(f) assesses the work performed by the UniCredit Group External Auditor(s) and results
provided in the report(s) and any letters(s) of suggestion. It also monitors the efficacy
of the auditing process;
(g) reviews quarterly and half-yearly financial statements, as well as the annual financial
statements, on the basis of the reports prepared by the nominated official in charge of
drawing up company accounts;
(h) assesses any important points that may emerge from audit reports received from
UniCredit’s Audit Department or the Boards of Statutory Auditors of Group
companies or from third party investigations and/or reviews;
(i) reviews the adequacy, in terms of quality/quantity, of the organisational structures of
the Compliance and Internal Audit areas, seeking to formulate, on the initiative of the
manager of each area, proposals for changes to these structures. Proposals for the
Internal Audit area must be accompanied by an opinion that is not binding on the
Managing Director;
(j) provides an opinion on the proposal made by the Chairman of the Board on the
appointment or replacement of the Internal Audit manager, as well as on the variable
portion of the manager's wages;
(k) assists the Board of Directors in formulating policies for the management of risks
during their periodic review in order to ensure their effectiveness over time and makes
certain that the functioning of risk management and control processes complies with
current laws and regulations;
(l) expresses opinions concerning procedures for identifying and managing transactions
with related parties of UniCredit and UniCredit Group companies.
The Internal Control and Risks Committee also reports to the Board of Directors at least every
six months, on the occasion of the approval of the financial statements and the half-year report
on operations, on activities performed and the adequacy of internal controls. The Chairman of
the Board of Statutory Auditors, or an Auditor appointed by the Chairman, participates in the
functions of the Internal Control and Risks Committee. Other Auditors and External Auditors
may be invited to participate in the Committee’s work as well.
Remuneration Committee
The Remuneration Committee is comprised of 7 non-executive members, the majority of whom
are independent. The Chairman of the Board of Directors and the First Deputy Chairman are
members by right. The other members must be selected on the basis of those best equipped and
willing to carry out this function. The Committee is chaired by the Chairman of the Board of
Directors. The Remuneration Committee currently consists of: Dieter Rampl, Luigi Castelletti,
- 317 -

Enrico Tommaso Cucchiani, Piero Gnudi, Friedrich Kadrnoska, Carlo Pesenti and Hans Jürgen
Schinzler.
The Remuneration Committee provides opinions to the Board of Directors regarding:
(a) the remuneration of UniCredit Directors with specific functions, particularly with
regard to the Managing Directors’ remuneration;
(b) the remuneration of UniCredit’s General Manager, if he/she is also Managing
Director;
(c) the compensation structure for members of the Managing Director’s office;
(d) the remuneration policy for members of the Management Committee (Senior
Executive Vice Presidents), the Group Management Team (Executive Vice
Presidents), the Leadership Team (Senior Vice Presidents) and department heads
reporting directly to the Managing Director;
(e) approval of Group incentive plans based on financial instruments;
(f) the remuneration policy for company officers (members of the Board of Directors, the
Board of Statutory Auditors, and of the Supervisory Boards of UniCredit Group
companies;
The Chairman of the Board of Directors formulates the proposals specified in paragraphs a) and
b), while the Managing Director formulates the proposals specified in paragraphs c) through f).
Members of the Remuneration Committee for whom the Committee is asked to provide an
opinion on remuneration related to their specific functions do not participate in meetings
determining any proposal for said remuneration.
16.4. Statement that the Company complies with corporate governance regulations in
effect
The Issuer has conformed its governance system to the provisions of the TUF, as modified by
Italian Law no. 262 of December 28, 2005 (Savings Law) and Italian Legislative Decree no.
303 of December 29, 2006, to the Supervisory Regulations regarding organisation and
corporate governance of banks issued by Banca d’Italia on March 4, 2008, as well as to the
self-imposed code of conduct.
Specifically, the Issuer has:
- established the Internal Control and Risks Committee and the Remuneration Committee;
- adopted an internal dealing procedure;
- granted the shareholders’ meeting the exclusive authority to approve remuneration policies
for directors, employees and associates not covered by subordinated employment contracts
as well as plans based on financial instruments (e.g., stock options);
- defined internal management and communication procedures for providing Company
documents and information outside the organisation;
- 318 -

- put in place a set of regulations for shareholders’ meetings;
- appointed a manager for the Investor Relations area;
- adopted a procedure for significant transactions and for transactions with related parties.
In addition, the Issuer has adopted an organisational model based on the specific requirements
that became effective with Italian Legislative Decree no. 231 of June 8, 2001 concerning the
administrative responsibility of companies for offences committed by senior management or
their subordinates. Furthermore, Italian Legislative Decree no. 231 of June 8, 2001 provides for
the establishment of an internal Supervisory Body, granted independent initiative and control
powers. The Supervisory Body is a collective group with the responsibility of overseeing the
implementation and compliance of the organisational and management model envisaged by
Italian Legislative Decree no. 231 of June 8, 2001 as well as updating said model.
For more information on the Issuer’s corporate governance system, refer to the 2008 Corporate
Governance Report, submitted in accordance with the law and available on the Issuer's internet
site www.unicreditgroup.eu as well as that of the Borsa Italiana www.borsaitaliana.it.
Information in sections 6 (Handling of corporate information), 7 (Internal Board Committee), 8
(Nomination Committee), 11 (Internal Control Committee) and 12 (Internal Control System)
have been incorporated in the Prospectus pursuant to Article 11 of Directive 2003/71/EC of
Article 28 of Regulation 2004/89/EC.
- 319 -

17. EMPLOYEES
17.1. Number of employees
The following table shows the change in total number of Group employees as at September 30,
2009 and December 31, 2008, 2007 and 2006.
Financial Year Total % Top Manager % Executives & % Other
Middle Manager personnel
September 30, 2009 179,047 0.35% 15.10% 84.55%
December 31, 2008 186,684 0.36% 14.71% 84.93%
December 31, 2007 179,938 1.35% 23.07% 75.59%
December 31, 2006 147,461 1.2% 21.2% 77.6%
As at September 30, 2009, the Group had a total of 179,047 employees 35 . To carry out its
activities, as at September 30, 2009, the Group drew on a total of 2,258 temporary employees,
on a project or internship basis; at the same date, full time Group employees were 6,546.
The change in the total number of Group employees as at September 30, 2009 compared to
total employees as at December 31, 2008 is due to leavings envisaged in the Strategic Plan in
Italy and the effects of the reorganisation in CEE countries.
17.2. Equity investments and stock option plans
Equity investments
The following table shows the members of the Board of Administration and the Board of
Statutory Auditors, as well as key management that hold, directly or indirectly, an equity
investment in the Issuer's share capital as at October 15, 2009.
FIRST AND LAST NAME NUMBER OF SHARES HELD
Dieter Rampl 269,342 (of which 41,547 1 )
Vincenzo Calandra Buonaura 46,829 (of which 7,223 1 )
Alessandro Profumo 3,373,171 (of which 520,329 1 )
Manfred Bischoff 8,867 (of which 1,367 1 )
Piero Gnudi 180,795 directly owned and 830,358
indirectly owned (of which 27,888 1 directly
owned and 143,512 1 indirectly owned)
Luigi Maramotti 6,633,867 (of which 1,023,311 1 )
Antonio Maria Marocco 58,161 (of which 8,961 1 )
Carlo Pesenti 29,553 (of which 4,553 1 )
Anthony Wyand 17,754 directly owned (of which 2,738 1 )
Franz Zwickl 4,729 (of which 729 1 )
Giorgio Loli 35,471 ordinary shares directly owned and
22,333 savings shares indirectly owned
(of which 5,471 1 ordinary shares directly
owned and 2,333 1 savings shares indirectly
owned)
Vincenzo Nicastro 6,142 (of which 947 1 )
Roberto Nicastro 711,209
Sergio Pietro Ermotti 1,271,068
Paolo Fiorentino 452,664
Federico Ghizzoni 101,773 2
Marina Natale 51,943
Salvatore Piazzolla 20,691
35 Equivalent to 166,421 FTE.
- 320 -

1 shares received in 2009 following the Issuer’s free capital increase.
2 of which 1,773 shares indirectly held by spouse.
Stock Options
The following table shows the stock options granted by the Issuer to key management
personnel indicated in the First Section, Chapter 14, Paragraph 14.1.3, as at October 15, 2009.
FIRST AND LAST NAME STOCK OPTIONS AS AT
10.15.2009
- 321 -
NUMBER OF SHARES RESULTING
FROM EXERCISE OF STOCK
OPTIONS
Alessandro Profumo 35,479,397 40,289,716
Roberto Nicastro 9,045,804 10,194,655
Sergio Pietro Ermotti 6,649,516 7,494,031
Paolo Fiorentino 4,760,351 5,364,934
Federico Ghizzoni 1,731,989 1,951,956
Marina Natale 1,432,410 1,614,329
Salvatore Piazzolla 2,062,989 2,324,996
17.3. Description of other employee agreements for equity investments in the
Company’s share capital
With the exception of the information provided below and the information documents
previously made public regarding the assignment of financial instruments to Company
representatives, employees or associates, pursuant to the prescriptions of Article 114-bis of the
TUF as well as requirements of the Issuers’ Regulations, there are no other agreements with
employees for equity investments in the Issuer.
Since 2000, UniCredit has approved 6 medium-long term incentive plans and 2 other incentive
plans were adopted following the merger by incorporation of Rolo Banca 1473 S.p.A with
UniCredit.
Following the merger with Capitalia, an additional four incentive plans were included and are
still operational: two former Capitalia plans (“UniCredit S.p.A. Subscription Rights 2007-2011
– former Capitalia Warrants 2005” and “UniCredit S.p.A. Subscription Rights 2007-2011 –
former Capitalia Warrants 2005 AD”) and two former Fineco plans (“UniCredit S.p.A.
Subscription Rights 2007-2009 – former Finecogroup Warrants 2003” and “UniCredit S.p.A.
Subscription Rights 2007-2011 – former Finecogroup Warrants 2005”).
In 2008, the first stock incentive plans for Group employees (ESOP 2008) was launched and
the following is a description of the stock participation plan (ESOP 2009), approved on April
29, 2009 by the shareholders' meeting, in reference to the current financial year.
17.3.1. 2009 UniCredit Group Employee Share Ownership Plan
On February 12, 2009 the Issuer’s Board of Directors approved the proposal for the
“2009 UniCredit Group Employee Share Ownership Plan” (the “Plan”).
The Plan was then approved by the ordinary shareholders’ meeting on April 29, 2009
and the Board of Directors implemented the Plan on November 10, 2009.

The Plan was designed for employees of UniCredit Group companies (approximately
135,000 resources). Specifically, the Plan is reserved for the following employee
categories of UniCredit and the Group’s principal banks and companies:
- General Managers and Deputy General Managers (and similar categories in
the various jurisdictions in which the Group operates) belonging to UniCredit
and the Group’s principal banks and companies.
- Key management personnel (and similar categories in the various jurisdictions
in which the Group operates) belonging to UniCredit and the Group’s
principal banks and companies.
- Management personnel (and similar categories in the various jurisdictions in
which the Group operates) belonging to UniCredit and the Group’s principal
banks and companies.
- Staff (and similar categories in the various jurisdictions in which the Group
operates) belonging to UniCredit and the Group’s principal banks and
companies.
The Plan envisages that the employees of Group companies that want to participate in
the Plan (the “Participants”) must communicate the amount to be used for purchasing
ordinary UniCredit shares (“Investment Shares”) between October 2009 and
December 2009 (the “Subscription Period”). At the end of the Subscription Period,
and on the condition that the Participant still owns the Investment Share, each
Participant will have the right to receive a free share for every 20 shares purchased
(“Discount Share”) as well as an additional free share for every 5 shares
purchased/received (“Matching Share”). The Discount Shares and Matching Shares
may not be sold for a period of 3 years (January 2011 to January 2014) from the end
of the Subscription Period. Following this three-year holding period, the shares may
be sold without constraints. In the event the Participant ceases to be an employee of a
UniCredit Group company, or sells his/her Investment Shares during the three-year
holding period, the Participant will lose the Matching Shares, unless employment is
terminated for reasons included in the Plan Regulation.
The Plan includes the following phases:
(a) Enrolment: between October 2009 and December 2009, Participants shall
indicate the total amount they wish to investment, which may be a
contribution of up to a maximum of 6.5% of their fixed annual gross
compensation, not to exceed €20,000. The minimum annual contribution
percentage will be established considering the specifics of individual
participating countries.
(b) Subscription Period: between January 2010 and December 2010, Participants
may purchase shares through monthly debits from their current account or,
under the “one-off” method, making one or more payments in March, May
and/or October. In the event the Participant leaves the Plan during the
Subscription Period, he/she will lose the right to receive the free shares
described in points c) and d) at the end of the Subscription Period.
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(c) “Discount Share”: at the end of the Subscription Period (January 2011), each
Participant will received a free share for every 20 shares subscribed; these
shares will be subject to the holding period for the subsequent three years;
(d) “Matching Share”: furthermore, at the end of the Subscription Period, the
Participant will receive an additional free share for every 5 shares owned
(including both shares subscribed during the Subscription Period and
Discount Shares); these shares will also be subject to the holding period for
the subsequent three years, however, the Participant will lose ownership of
these shares if the he/she ceases to be an employee of a UniCredit Group
company during the said period, except in the case of termination of service
for reasons permitted in the Plan Regulation. For tax purposes, in some
countries it is not possible to grant Matching Shares at the end of the
Subscription Period: therefore, an "alternative structure” is envisaged that
grants Participants the right to receive said Matching Shares at the end of the
holding period (“Alternative” structure);
(e) Holding Period: during the holding period (from January 2011 to January
2014) Participants may sell the shares purchased at any time, but will lose the
Matching Shares.
The Plan provides the use of shares procured on the market, so as not to dilute the
Issuer's share capital.
Plan Participants will transmit their purchase orders to the reference bank - on a
monthly basis or in one or more solutions in the months of March, May and/or
October 2009 (one-off solution) - for UniCredit ordinary shares.
For further information, refer to the information documents of assignment of financial
instruments to company officers, employees or associates, in compliance with the
prescriptions of Article 114-bis of the TUF as well as Issuers’ Regulations
prescriptions, available on the internet site www.unicreditgroup.eu.
The information contained therein is included in this Prospectus through reference, in
accordance with Article 11 of Directive 2003/71/EC and Article 28 of Regulation
809/2004/EC.
- 323 -

18. PRINCIPAL SHAREHOLDERS
18.1. Principal Company Shareholders
According to the shareholders’ register, as included in communications received pursuant to
regulation in effect and other available information, the shareholders who, as at the date of 10
December 2009, directly or indirectly owned ordinary shares representing more than 2% of
UniCredit share capital with voting right were:
Shareholder
Mediobanca
Ordinary shares Percentage of ordinary share
capital held
1 991,211,860 2 5.916%
Fondazione Cassa di Risparmio di Verona, 959,568,552 5.727%
Vicenza, Belluno e Ancona 1
Central Bank of Libya, of which:
- directly
- indirectly through Libyan Foreign Bank
BlackRock Inc. (indirectly through Blackrock
Investment Management (UK) Limited)
Carimonte Holding S.p.A. 1
- 324 -
728,019,024
639,460,125
88,558,899
637,245,466
528,667,846
4.345%
3.816%
0.529%
3.803%
3.155%
Fondazione Cassa di Risparmio di Torino 1 527,777,185 3.150%
Allianz SE 4 368,741,846 2.201%
1 Directly-owned equity investment.
2 967,564,061 shares committed in service to the CASHES are in usufruct with UniCredit and as a guarantee to Bank of New
York, issuer of said loan. For more information on the rights and obligation of the usufruct contract, refer to the First Section,
Chapter 22, Paragraph 22.9.
3 Equity investment held indirectly via Allianz Finance II Luxembourg Sarl (0.826% of the ordinary share capital –
138,339,622 ordinary shares), L.A. Vita (0.000% of the share capital with voting right – 59,296 ordinary shares), Generation
Vie SA (0.001% of the ordinary share capital – 103,459 ordinary shares), Arcalis SA (0.002% of the ordinary share capital –
342,893 ordinary shares), Assurances Generales De France Vie SA (0.046% of the ordinary share capital – 7,681,065 ordinary
shares), Assurances Generales De France Iart SA (0.016% of the ordinary share capital – 2,730,990 ordinary shares), Allianz
Life Luxembourg SA (formerly AGF Life Luxembourg) (0.002% of the ordinary share capital – 367,723 ordinary shares),
Allianz Belgium Insurance (0.004% of the ordinary share capital – 591,194 ordinary shares), Antoniana Veneta Popolare Vita
S.p.A. (0.038% of the ordinary share capital – 6,413,046 ordinary shares), Rb Vita S.p.A. (0.029% of the ordinary share capital
– 4,847,798 ordinary shares) and Allianz S.p.A. (1,237% of the ordinary share capital – 207,264,760 ordinary shares).
For an update on the equity investments held by the shareholders who have committed to
subscribe part of the Shares within the Capital Increase, please see Second Section, Chapter 5,
Paragraph 5.4.3.
18.2. Other voting right for principal shareholders
As at the Prospectus Date, the Company has issued ordinary shares and savings shares. Savings
shares do not have voting right.
18.3. Parent Company
As at the Prospectus Date, no party exercises control of the Issuer in accordance with Article 93
of the TUF.
18.4. Agreements that may result in a change to the Company’s ownership structure
As far as the Issuer is aware, as at the Prospectus Date, there are no agreements that may result
in a change in the ownership structure of the Issuer at a future date.
However, in accordance with Article 5 of UniCredit Articles of Incorporation, no party with
voting right may exercise said right, for any reason, for an amount of the Issuer's shares greater
than 5% of the share capital with voting right. To calculate said limit, total shareholdings by all

subsidiaries - direct or indirect - and by associates of the parent company, natural person, legal
entity, or company in question must be considered, as well as shares held by trusts and/or third
parties and/or those for which the voting right is granted in any manner to a party other than the
owner. Conversely, shareholdings included in mutual fund portfolios managed by subsidiaries
or associates do not need to be considered.
- 325 -

19. RELATED-PARTY TRANSACTIONS
19.1. Introduction
In order to ensure compliance with the legislative and regulatory provisions currently in effect
for corporate information regarding related party transactions, the Issuer has adopted a
procedure to identify such transactions in which the deciding bodies provide adequate
information flows to meet the obligations of UniCredit's Directors as a listed company and
parent company of UniCredit Group.
As part of this effort, in the 2003 financial year, the Issuer’s Board of Directors defined the
identification criteria for related party transactions, consistent with the instructions provided by
CONSOB. The UniCredit Managing Director, exercising the power granted to him by the
Board of Directors, issued the necessary instructions for systematically fulfilling the
aforementioned notification obligations of the Issuer’s structures and companies belonging to
UniCredit Group.
Notwithstanding compliance with the principle set out in Article 2391 of the Italian Civil Code
regarding the interests of company directors, the Issuer must also comply with the provisions of
Article 136 of the TUB in regards to borrowings by bank corporate officers, or those that
perform administration, management or control functions in UniCredit (and parties that report
to them), who may borrow from the bank that they administer, manage or control only with a
unanimous resolution from the governing body and the favourable vote by the controlling body.
As such, the aforementioned officers must communicate of parties for which the development
of a possible relationship may result in the types of borrowings falling under Article 136 of the
TUB (individuals or legal entities and/or subsidiaries of company officers, as well as
companies in which said parties perform administration, management or control functions and
related parent companies and subsidiaries).
The Issuer routinely calls upon independent experts to issue fairness or legal opinions if the
nature of the transaction, including those with related parties, requires it, consistent with the
provisions of the self-imposed code of conduct.
The types of related parties relative to the Issuer and with which the Group companies have
performed transactions during the last three financial years include:
• direct and indirect subsidiaries - including joint subsidiaries - of the Issuer;
• associates of the Issuer;
• directors and managers with strategic responsibility in terms of planning, management and
control functions of the Issuer’s activities (key management personnel);
• close family members of key management personnel and subsidiaries of (or associates of)
key management personnel or their close family members;
• UniCredit Group employee pension funds.
19.2. Relationships and transactions with related parties
The Issuer has conducted and conducts business and financial relationships with related parties
(as defined by IAS 24).
- 326 -

For that which concerns the information on the related parties, please see the consolidated
financial statements for the years 2006, 2007 and 2008 and part H of the abridged consolidated
financial statement in the scope of the Consolidated Interim Report as at 30 September 2003,
which has a limited influence on the consolidated statement of assets and liabilities of the
Group.
In the first nine months of 2009, the transactions with related parties generated a positive net
liquidity of €3,756.4 million on the operative activity in the scope of the Consolidated Report
going from €14,014.3 million overall net liabilities as at December 31, 2008 to €10,257.9
million as at September 30, 2009.
For that which regards the economic aspect during and in the first nine months of 2009
transactions with affiliates were carried out based on valuations of reciprocal economic benefits
and the conditions to be applied were defined in accordance with substantial criteria of
correctness, in line with the shared goal of creating value for the entire Group. The transactions
in question were usually executed according to the same conditions applied for transactions
executed with independent third parties. The same principle was applied to the rendering of
intra-group services, as well as the principle of charging on a minimal basis for these services,
solely with a view to recovering the respective production costs. Based on that which has been
illustrated above and also bearing in mind the reduced influence of the transactions with
affiliates on the consolidated statement of assets and liabilities, their influence on the economic
performance of the Group is also deemed to have little significance.
The following table summarises the main Related-Party transactions recorded by the Issuer in
the period ended as at September 30, 2009 and in the financial years ended as at December 31,
2008, 2007 and 2006. The tables indicate the assets, liabilities and guarantees and commitments
as at the Prospectus Date, divided by financial year and type of Related Party.
September 30, 2009
(thousands of €)
Held for trading
financial assets
Financial assets
designated at
fair value
Available-forsale
financial
assets
Unconsolida
ted
subsidiaries
Unconsolida
ted joint
ventures
Related-Party Transactions
Associates
- 327 -
Key
managem
ent
personnel
Other
related
parties
Total
% on
consolidated
- - 528 - 8 536 0.37%
29 - - - - 29 0.20%
- - 158 - 6 164 0.47%
Financial assets
held to maturity
- - - - - - 0.00%
Loans to banks 5 - 971 - 2,227 3,203 3.31%
Loans to
customers
553 4 374 6 446 1,382 0.24%
Other assets 9 - 18 - 5 32 0.30%
Total assets 596 4 2,049 6 2,692 5,346 0.61%
Deposits from
banks
135 1 13,506 - 150 13,792 11.11%

Deposits from
customers
250 7 516 8 583 1,364 0.36%
Financial
2 - 217 - 181 400 0.12%
equities and
liabilities
Other liabilities 18 - 1 - 30 49 0.24%
Total liabilities 405 8 14,240 8 944 15,605 1.80%
Guarantees
issued and
commitments
December 31, 2008
(thousands of €)
Unconsolida
ted
subsidiaries
19 1 45 - 90 156 0.07%
Unconsolida
ted joint
ventures
Related-Party Transactions
Associates Key
managem
ent
personnel
- 328 -
Other
related
parties
Total % on
consolidated
Held for trading
financial assets
329 - 675 - 8 1,012 0.49%
Financial assets
designated at fair
value
16 - - - - 16 0.10%
Available-forsale
financial
assets
254 - 87 - 6 347 1.21%
Financial assets
held to maturity
Loans to banks
-
1
-
-
-
1,219
-
-
-
17
-
1,237
0.00%
1.53%
Loans to
customers
Other assets
Total assets
619
178
1,397
1
-
1
419
63
2,463
1
-
1
455
1
487
1,495
242
4,349
0.24%
1.72%
0.45%
Deposits from
banks
8 26 14,303 - 1 14,338 8.07%
Deposits from
customers
460 3 543 12 267 1,285 0.33%
Financial
329 - 432 - 1,718 2,479 0.67%
equities and
liabilities
Other liabilities
Total liabilities
246
1,043
-
29
2
15,280
-
12
13
1,999
261
18,363
1.10%
1.92%
Guarantees
issued and
commitments
47 2 56 - 190 295 0.14%
December 31, 2007
(thousands of €)
Unconsolida
ted
subsidiaries
Unconsolida
ted joint
ventures
Related-Party Transactions
Associates Key
managem
ent
personnel
Other
related
parties
Total % on
consolidated
Held for trading
financial assets 7 - 377 - 17 401 0.20%
Financial assets
designated at
fair value 12 - - - - 12 0.08%
Available-forsale
financial
assets - - +18 - - 18 0.06%
Financial assets
held to maturity - - - - - - 0.00%
Loans to banks 455 - 808 - 1 1,264 1.26%
Loans to 1,047 7 450, 3 32 1,539, 0.27%

customers
Other assets 45 - 16 - - 61 0.48%
Total assets 1,566 7 1,669 3 50 3,295 0.35%
Deposits from
banks 246 - 12,040 - 7 12,293 7.65%
Deposits from
customers 355 - 400 9 81 845 0.22%
Financial
equities and
liabilities - - - - 214 214 0.06%
Other liabilities 141 - 5 - 14 160 0.65%
Total liabilities 742 - 12,445 9 316 13,512 1.45%
Guarantees
issued and
commitments 34 - 400 - - 434 0.20%
December 31, 2006
(thousands of €)
Unconsolida
ted
subsidiaries
Unconsolida
ted joint
ventures
Related-Party Transactions
Associates Key
managem
ent
personnel
- 329 -
Other
related
parties
Total % on
consolidated
Held for trading
financial assets 244 - 17 - - 261 0.14%
Financial assets
designated at
fair value - - 95 - - 95 0.60%
Available-forsale
financial
assets 1 - 3 - - 4 0.01%
Financial assets
held to maturity 2 - 27 - - 29 0.26%
Loans to banks 4,978 - 517 - - 5,495 6.56%
Loans to
customers 2,016 75 343 4 13 2,451 0.56%
Other assets 24 - 18 - - 42 0.50%
Total assets 7,625 75 1,020 4 13 8,377 1.07%
Deposits from
banks 16,962 - 10,461 - - 27,423 18.82%
Deposits from
customers 1,320 1 230 11 51 1,613 0.56%
Financial
equities and
liabilities 1,229 - 39 - - 1,268 0.41%
Other liabilities
(including staff
severance
indemnity) 14 - 25 - 1 40 0.23%
Total liabilities 19,525 1 10,755 11 52 30,344 3.97%
Guarantees
issued and
commitments 562 - 356 - 1 919 0.53%
The percentage of Related-Party transactions to Group assets and liabilities reported above is
also indicative of the percentage of the same to interest income and expense, considering that
said transactions are carried out under the same conditions applied to similar transactions with
third parties. As regards fees and commissions, the only relevant issue to note is that related to
associate insurance companies, consolidated under the equity method, which recognise a
commission to the Group for placement of their insurance products with customers. Placement
fees and commissions on insurance products were €426 million in the first nine months of 2009
(6.1% of total fee and commission income), €482 million in financial year 2008 (5.7% of the
total), €657 million in financial year 2007 (5.8% of the total), and €594 million in financial
year 2006 (6.0% of the total).

In applying the special rules envisaged in Article 136 of the aforementioned TUB, borrowings
by parties that perform administration, management and control functions (or parties that report
to them) falling under the aforementioned law have obtained unanimous approval by the Board
of Directors and the favourable opinion of all members of the Board of Statutory Auditors,
based on the criteria provided for in Article 136 of the TUB.
19.3. Intra-group rendering of services
Consistent with the current organisational model, Group companies make use of specialised
Group companies and the Issuer to provide many of the services necessary to perform and
develop their business.
The primary services include:
• information system management;
• administration and accounting services management;
• technical real estate and security services management;
• internal auditing services;
• outsourcing for auxiliary, administrative, strategic and business services.
The services provided are regulated by specific contracts that govern the service type, level of
service provided and related monitoring, payment and method of determining payment, as well
as other issues.
Specifically:
• ICT (Information & Communication Technology): operation and development of Group
information systems, hardware (server and storage) infrastructure, data networks and
software applications, and related support services – help desk, fleet management, growthrelated
maintenance;
• Technical real estate and security services management: rental of properties owned by and
located at third parties, settlement of accessory charges (consumption, condominium),
ordinary and extraordinary maintenance of property and related equipment, planning and
supervising restoration and restructuring agreed between Group companies (e.g., opening
of new branches), maintenance and installation of security equipment;
• Administration and accounting services management: non-commercial operating activities
(e.g., settlement of bank transfers and checks) divided by application area: loans and cash,
payment systems, foreign currency and financing, administrative and accounting processes,
treasury and legal entities, securities;
• Internal auditing: verify the efficacy of the set of internal control systems and Group
company compliance with guidelines distributed by the Issuer.
19.4. Intra-group transactions
- 330 -

The following table provides details on the primary intra-group transactions that occurred in the
last three financial years.
Date Parties
Intra-group transactions
Nature Payment
July
UniCredit/UBMC
Assignment to UBMC of the €100 million
2005/January
2006
Global Investor Services
business unit and change of
name from UBMC to 2S Banca
July 2006
2SBanca/UPA/Pioneer I.M. SGR
PGAM/HVB Asset Management
Holding GmbH
- 331 -
Purchase by 2S Banca of
UPA's Administrative and
Back Office Services business
unit as well as the Fund
Administration business unit of
Pioneer I. M. SGR
PGAM purchase of 90% of the
share capital of Activest
Luxembourg and 100% of the
share capital of Activest
Investment Gesellschaft
GmbH, and 100% of Activest
Investmentgesellschaft
Schweiz AG.
PGAM/HVB Luxembourg S.A. PGAM purchase of 10% of
Activest Luxembourg.
July 2006 UniCredit/Unicredito Italiano Bank
(Ireland)
Assignment by UniCredit to
Unicredito Italiano Bank
(Ireland) of 3.52%
Assicurazioni Generali
of
€8.8 million
€600 million
Unicredito Italiano
Bank (Ireland)
capital increase of
€1,234.9 million
€4.3 billion
October 2006
October
2006/February
BA/UniCredit
PGAM/Pioneer
GmbH
Investment Austria
BA sale of 71.03% of the share
capital of Bank BPH
PGAM purchase of 100% of:
• Pioneer Fund
€42.5 million
2007
Management Ltd.
• CA IB Investment DOO
January 2007
January
UniCredit/HVB
UniCredit/BA
• CA IB Asset
Management SAI
UniCredit purchase of 77.53%
of the share capital of BA
UniCredit assignment to BA of
€12.5 billion
UniCredit
2007
the CEE business unit received 55
(including the following equity million ordinary
investments: 50.00% of Koç BA shares issued
Finansal Hizmetler A.S.,
81.91% di Zagrebačka Banka
D.D., 86.13% of Bulbank AD,
at a price of
€105.33 each
100.00% of Zivnostenska
Banka, A.S., 97.11% of
January 2007 HVB/BA
UniBanka A.S¸ and 99.95% of
UniCredit Romania S.A.)
HVB sale to BA of 70.26% of Respectively,
IMB and 100% of AS
UniCredit Bank (formerly
HVB Latvia)
€1,015 million and
€35 million

March 2007 HVB/Bank Pekao HVB sale of 100% of Joint
Stock Commercial Bank HVB
April 2007 Pioneer Alternative Investment
Management Ltd. (Dublin)/Primeo
Fund Limited/Primco Multi Strategy
Fund Limited
- 332 -
Bank Ukraine
Purchase of Primeo Fund
Limited and Primco Multi
Strategy Fund Limited by
Pioneer Alternative Investment
Management Ltd., Dublin
April 2007 UBM/HVB UBM assignment to HVB of
the Investment Banking
business unit
July 2007 UGL/UniCredit
November
2007
December
2007
UGL/BA
UniCredit assignment to
UniCredit Global Leasing of
the Leasing business unit
BA assignment to UniCredit
Global Leasing of the equity
investments held in Bank
Austria Creditanstalt Leasing
and in UniCredit Global
Leasing Participation
Management Gmbh
BPH/Pekao Partial and proportional spinoff
of Bank BPH in Bank
Pekao
UniCredit/UniCredit Real Estate UniCredit assignment to
UniCredit Real Estate of the
Real Estate business unit
(formerly Capitalia)
March 2008 UniCredit/UBM Merger by incorporation of
UniCredit Banca Mobiliare in
April 2008 Pioneer I.M. SGR/Bipop Carire
UniCredit Banca di Roma and Banco
di Sicilia
UniCredit
Sale of the Investment
Management business unit of
Bipop Carire UniCredit Banca
di Roma and Banco di Sicilia
to Pioneer I.M. SGR
July 2008 FinecoBank/UniCredit Xelion Banca Merger by incorporation of
Xelion in FinecoBank
October 2008
November
2008
BA/UniCredit CAIB AG/ UniCredit
CA IB Beteiligungs AG
BA/UniCredit CAIB AG/UniCredit
CA IB Beteiligungs AG
UniCredit/UniCredit Banca di
Roma/Banco di Sicilia/UniCredit
Banca/Bipop
Partecipazioni
Carire/Capitalia
Spin-off of the BA trading
activities business unit to
UniCredit CAIB AG, 100%
subsidiary of UniCredit CAIB
Beteiligungs AG.
Incorporation of UniCredit
CAIB AG in UniCredit CA IB
Beteiligungs AG, renamed
UniCredit CAIB AG
Merger by incorporation of
UniCredit Banca di Roma,
Banco di Sicilia, UniCredit
Banca, Bipop Carire and
Capitalia Partecipazioni in
UniCredit S.p.A., and
subsequent assignment of the
Retail North Italy, Retail
Central South Italy and Retail
Sicily business units already
belonging to said incorporated
banks to three companies that,
for continuity, kept the name of
€83 million
USD 25.2 million
HVB issued 51.7
million shares at a
price of €39.18
each
UGL capital
increase for €334
million
UGL capital
increase for €248
million
Bank Pekao issued
94,763,559 new
shares
UniCredit Real
Estate capital
increase for €880
million
Incorporation of
an entirely owned
subsidiary
€5.7 million
Incorporation of
an entirely owned
subsidiary
BA business unit
was assessed at €2
billion
Incorporation of
an entirely owned
subsidiary
Incorporation of
an entirely owned
subsidiary
UniCredit Banca
capital increase of
€1.6 billion
UniCredit Banca
di Roma capital
increase of €1.1
billion

November
2008
December
2008
January 2009 HVB/UCBP
UniCredit/UniCredit Corporate
Banking/UniCredit Private Banking/
UniCredit Banca per la Casa/
UniCredit Consumer Financing/
UniCredit Real Estate
- 333 -
UniCredit Banca, UniCredit
Banca di Roma and Banco di
Sicilia
UniCredit assignment of
Corporate, Private, Mortgages,
Loans and Real Estate business
units to UniCredit Corporate
Banking, UniCredit Private
Banking, UniCredit Banca per
la Casa, UniCredit Consumer
Financing Bank S.p.A.
(currently UniCredit Family
Financing Bank) and UniCredit
Real Estate, respectively
PGAM/BA PGAM acquisition of 100% of
the share capital of Pioneer
Investments Austria Gmbh
BA/UCBP
from Bank Austria
HVB assignment of its Back
Office business unit to UCBP
BA assignment of its 100%
equity investment in
Administration Services GmbH
e Banking Transaction
Services s.r.o.
January 2009 UniCredit Global Leasing/Locat Merger by incorporation of
UniCredit Global Leasing in
Locat (which assumed the
name UniCredit Leasing at that
January 2009 UniCredit Banca per la
Casa/UniCredit Consumer Financing
Bank S.p.A.
May 2009 HVB/UGIS
November
2009
BA/UGIS
Fineco Prestiti/ UniCredit Family
Financing Bank
time).
Merger by incorporation of
UniCredit Banca per la Casa in
UniCredit Consumer Financing
Bank S.p.A. (currently
UniCredit Family Financing
Bank)
HVB assignment to UGIS of
its 100% equity investment in
HVB IS
BA assignment to UGIS of its
100% equity investment in
WAVE
Spin-off of Fineco Prestiti’s
Salary-Guaranteed Loans
business unit to UniCredit
Family Financing Bank
Banco di Sicilia
capital increase for
€359 million
UniCredit
Corporate
Banking capital
increase of €2.5
billion
UniCredit Private
Banking capital
increase of €15
million
UniCredit Banca
per la Casa capital
increase of €1.4
billion
UniCredit
Consumer
Financing capital
increase of €175
million
UniCredit Real
Estate capital
increase for
million
€117 million
€2
UCBP capital
increase for €51
million
UCBP capital
increase for €81
million
Incorporation of
the fully owned
subsidiary
UniCredit
Consumer
Financing capital
increase of €2
billion
UIGS capital
increase for €96
million
UGIS capital
increase for €39
million
Increase in the
beneficiary capital
reserve of €105.7
million

For a description of intra-group transactions which occurred as part of the corporate
reorganisation process, refer to the First Section, Chapter 5, Paragraph 5.1.5 as well as the
Notes to the Group's consolidated financial statements for the years ended as at December 31,
2006, 2007 and 2008 and the half-year statements for 2009 and 2008, described in the First
Section, Chapter 20, Paragraph 20.1.
19.5. Other Related-Party Transactions
UniCredit is a shareholder of Mediobanca, holding an equity investment of 8.66% of
Mediobanca share capital as well as 70,982,659 2009/2011 warrants. In addition, the Issuer is
part of the block agreement on Mediobanca shares stipulated November 4, 2008 and renewed
through December 31, 2011, with the objective of ensuring stability in Mediobanca’s share
structure as well as the representativeness of its management team. Mediobanca is considered a
Related Party to the Issuer.
Mediobanca has an equity investment of 5.916% of the share capital represented by UniCredit
ordinary shares, equivalent to 991,211,860 shares, of which 967,564,061 (or 5.775%) shares in
residuary ownership with usufruct right by UniCredit and as a guarantee to Bank of New York
and for which the voting right is suspended for the entire duration of the beneficial interest.
Together with Merrill Lynch International, Credit Suisse Securities (Europe) Limited, Goldman
Sachs International and UBS Limited, as well as BNP PARIBAS, Nomura International Plc
and Société Générale, separately and without any joint and several restriction, Mediobanca
assumed the commitment to subscribe the remaining unsubscribed UniCredit shares at the end
of the offer, in accordance with Article 2441.3 of the Italian Civil Code up to the maximum
amount of €4 billion. For further information, refer to Second Section, Chapter 5, Paragraph
5.4.3.
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20. FINANCIAL INFORMATION REGARDING THE COMPANY’S ASSETS AND LIABILITIES,
CASH FLOW AND PROFITS AND LOSSES
20.1. Financial information for past financial years
The Issuer’s consolidated financial statements as at December 31, 2008, 2007 and 2006 and the
abridged consolidated financial statements relevant to the financial years as at September 30,
2009 and 2008, together with the reports on operations prepared in accordance with Article
2428 of the Italian Civil Code (as with those not subject to External Auditor review) are
included pursuant to Article 11 of Directive 2003/71/EC and Article 28 of Regulation
809/2004/EC. These financial statements, prepared according to IAS/IFRS International
Accounting Standards, as approved by the European Commission and pursuant to Regulation
1606/2002/EC, and according to instructions provided by Banca d’Italia Instructions included
in Circular no. 262 of December 22, 2005 and subsequent updates, are available to be viewed
in their entirety at the Issuer’s headquarters and its internet site www.unicreditgroup.eu as well
as at the Borsa Italiana offices.
The balance sheets, income statements and cash flow statements related to the financial years
ended December 31, 2008, 2007, and 2006 are included below. For the balance sheets, in order
to ensure representative consistency with the information in the previous chapters of the
Prospectus:
• balance sheet data as at December 31, 2007 was extracted from the financial statements as
at December 31, 2008 as the latest expression of PPA (purchase price allocation) activities
for the Capitalia Group business combination Therefore, the data as at December 31, 2007
were not subject to auditing, but the method of recalculating said data was reviewed by the
External Auditors for the audit review of the consolidated financial statements as at
December 31, 2008 included in the consolidated interim report at said date. The financial
statements as at December 31, 2008 were subject to auditing by the External Auditors, who
issued their report on April 9, 2009;
• balance sheet data as at September 30, 2008 was extracted from the condensed
consolidated financial statements as at September 30, 2009 as the latest expression of PPA
(purchase price allocation) activities for the Capitalia Group business combination.
Therefore, the data as at September 30, 2008 was not subject to auditing, but the method of
recalculating said data were reviewed by the External Auditors for the limited audit review
of the condensed consolidated financial statements as at September 30, 2009 included in
the consolidated interim report at said date. The condensed consolidated financial
statements as at September 30, 2009 were subject to limited auditing by the External
Auditors, who issued their report on November 25, 2009. The condensed consolidated
financial statements as at September 30, 2008 prepared for the “Prospectus related to the
option offer to shareholders and authorisation for listing on the electronic equity market
(MTA) organised and managed by Borsa Italiana S.pA., on the Frankfurt Stock Exchange
((Frankfurter Wertpapierbörse) and on the Warsaw Stock Exchange (Gielda Papierów
Wartościowych w Warszawie SA) of 972,225,376 ordinary UniCredit shares” dated
December 23, 2008, was subject to limited audit review by the External Auditors, who
issued their report on December 18, 2008.
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To facilitate identification of information in the accounting documents, the pages of the
consolidated financial statements are listed below.
2008
- Balance Sheet: pp. 138-139;
- Income Statement: p. 141;
- Cash Flow Statement: pp. 144-145;
- Report on Operations: pp. 25 - 118;
- External Auditors’ Report: pp. 632-633.
2007
- Balance Sheet: pp. 8-9 (vol. 2);
- Income Statement: p. 11 (vol. 2);
- Cash Flow Statement: pp. 14-15 (vol. 2);
- Report on Operations: pp. 28 - 117 (vol. 1);
- External Auditors’ Report: pp. 439-441 (vol. 2).
2006
- Balance Sheet: pp. 146-147;
- Income Statement: p. 149;
- Cash Flow Statement: pp. 152-153;
- Report on Operations: pp. 22 - 95;
- External Auditors’ Report: pp. 544-547.
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Balance Sheet
In the following table the Group’s Balance Sheets as at December 31, 2008, 2007 and 2006 are
displayed.
Assets 12.31.2008 12.31.2007 12.31.2006
10.
20.
30.
40.
50.
60.
70.
80.
90.
100.
110.
120.
130.
Cash and cash equivalents
Held for trading financial assets
Financial assets designated at fair value
Available-for-sale financial assets
Financial assets held to maturity
Loans to banks
Loans to customers
Hedging derivatives
Changes in fair value of portfolio hedged items (+/-)
Investments in associates and joint ventures
Reinsurers’ provisions
Property, plant and equipment
Intangible assets
of which:
7,653
204,890
15,636
28,700
16,883
80,827
612,480
7,051
1,660
4,003
-
11,935
26,482
11,073
202,343
15,352
30,960
11,732
100,012
575,063
2,513
(71)
4,186
-
11,871
26,271
5,681
191,594
15,933
29,358
10,752
83,715
441,320
3,010
228
3,086
-
8,615
13,336
- goodwill 20,889 20,342 9,908
140. Tax assets 12,392 11,548 7,746
a) current
b) deferred
1,928
10,464
3,730
7,818
988
6,758
150.
160.
Non-current assets and disposal groups classified as held for
sale
Other assets
1,030
13,990
6,374
12,608
573
8,337
Total assets 1,045,612 1,021,835 823,284
Liabilities and Shareholders’ Equity 12.31.2008 12.31.2007 12.31.2006
10. Deposits from banks 177,677 160,601 145,683
20. Deposits from customers 388,831 390,400 287,978
30. Debt securities in issue 202,459 239,839 207,276
40. Held for trading financial liabilities 165,335 113,656 103,980
50. Financial liabilities designated at fair value: 1,659 1,967 1,731
60. Hedging derivatives 7,751 5,569 4,070
70. Changes in fair value of portfolio hedged items (+/-) 1,572 (625) (363)
80. Tax liabilities 8,229 7,652 6,094
a) current 2,827 2,690 1,515
b) deferred 5,402 4,962 4,579
90. Liabilities included in disposal groups classified as held for sale 537 5,026 97
100. Other liabilities 23,701 24,505 15,727
110. Provision for employee severance pay 1,415 1,528 1,234
120. Provisions for risks and charges 8,049 9,105 6,872
a) post-retirement benefit obligations 4,553 4,839 4,082
b) other provisions 3,496 4,266 2,790
130. Insurance provisions 156 178 162
140. Revaluation reserves (1,740) 1,445 2,444
170. Reserves 11,979 10,316 8,091
180. Share premium 34,070 33,708 17,628
190. Issued capital 6,684 6,683 5,219
200. Treasury shares (-) (6) (363) (362)
210. Minorities (+/-) 3,242 4,744 4,275
220. Net Profit or Loss (+/-) 4,012 5,901 5,448
- 337 -

Total liabilities and shareholders’ equity 1,045,612 1,021,835 823,284
The amounts as at December 31 2008 and December 31, 2007 differ from those published for the effect of the reclassification of the currency exchange
differences relevant to net foreign investments (subsidiaries, affliates or joint ventures) amongst the “currency exchange rate differences” at item 140 “Valuation
reserve”. The same currency exchange rate differences were previously recorded in other reserves in the profits at item 17 “Reserves”.
In the following table the Group’s Income Statements as at December 31, 2008, 2007 and 2006
are displayed.
10.
20.
30.
40.
50.
60.
70.
Items
Interest income and similar revenues
Interest expense and similar charges
Net interest margin
Fee and commission income
Fee and commission expense
Net fees and commissions
Dividend income and similar revenue
12.31.2008
54,113
(36,069)
18,044
11,125
(2,032)
9,093
1,666
12.31.2007
42,022
(28,057)
13,965
11,354
(1,924)
9,430
1,055
12.31.2006
34,295
(22,140)
12,155
9,967
(1,619)
8,348
824
80. Gains and losses on financial assets and liabilities held for (2,522) 541 1,470
trading
90.
100.
Gains and losses on hedging operations
Gains and losses on disposal or repurchase of:
a) loans
b) available-for-sale financial assets
c) financial assets held to maturity
d) financial liabilities
16
198
(7)
170
-
35
22
1,286
14
1,275
-
(3)
30
493
16
479
3
(5)
110. Gains and losses on financial assets/liabilities at fair value
(350) (3) 41
through profit or loss
120.
130.
140.
150.
160.
170.
180.
190.
200.
210.
220.
230.
240.
Operating income
Net adjustments/write-backs for impairment of:
a) loans
b) available-for-sale financial assets
c) financial assets held to maturity
d) other financial transactions
Net profit from financial activities
Premiums earned (net)
Other income (net) from insurance activities
Net profit from financial and insurance activities
Administrative expenses
a) staff expenses
b) other administrative expenses
Net provisions for risks and charges
Write-downs/Write-backs on property, plant and equipment
Write-downs/Write-backs on intangible assets
Other net operating income
Operating costs
Profit (loss) of equity investments
26,145
(4,667)
(3,582)
(904)
(77)
(104)
21,478
112
(86)
21,504
(16,084)
(10,025)
(6,059)
(254)
(819)
(714)
995
(16,876)
416
26,296
(2,330)
(2,141)
(113)
(54)
(21)
23,966
115
(82)
23,999
(14,201)
(9,097)
(5,104)
(622)
(841)
(620)
883
(15,401)
223
23,361
(2,296)
(2,196)
(47)
1
(53)
21,065
89
(68)
21,086
(12,409)
(7,860)
(4,549)
(765)
(812)
(557)
597
(13,946)
284
250. Gains and losses on property, plant and equipment and
(84) - -
intangible assets measured at fair value
260.
270.
280.
Goodwill write-downs
Profit (loss) on disposal of investments
Total profit or loss before tax from continuing operations
(750)
785
4,995
(144)
530
9,207
(357)
795
7,862
290. Tax expense (income) related to profit or loss from continuing
(466) (2,589) (1,790)
operations
300. Total profit or loss after tax from continuing operations 4,529 6,618 6,072
310. Total profit or loss after tax from discontinued operations - - 56
320 Net Profit or Loss for the year 4,529 6,618 6,128
330. Minorities (517) (717) (680)
340. Net Profit or Loss attributable to the Parent Company 4,012 5,901 5,448
Earnings per share (€) 0.304 0.533 0.527
Diluted earnings per share (€) 0.304 0.532 0.525
Cash Flow Statement
The Cash Flow Statements as at December 31, 2008, 2007 and 2006 are reported below. The
cash flow statements were prepared under the indirect method as established by Banca d’Italia
Circular no. 262 of December 22, 2005.
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A.
1.
OPERATING ACTIVITIES
Operations
- profit or loss for the period (+/-)
2008
10,646
4,012
2007
14,222
5,901
2006
11,192
5,448
- capital gains/losses on financial assets/liabilities held for 1,206 830 (770)
trading and on assets/liabilities designated at fair value
through profit and loss (+/-)
- capital gains/losses on hedging operations (-/+)
- net adjustments/write-backs for impairment(+/-)
(17)
3,012
(19)
3,694
(30)
3,761
- net write-downs/write-backs on property, plant and equipment
and intangible assets (+/-)
- provisions and other incomes/expenses (+/-)
- net uncollected premiums (-)
2,367
617
3
1,371
349
6
1,726
350
8
- other uncollected incomes and expenses from insurance
activities (+/-)
- taxes not yet paid (+)
- other adjustments (+/-)
2. Liquidity generated/absorbed by financial assets
- held for trading financial assets
- financial assets designated at fair value
- available-for-sale financial assets
- loans to banks
- loans to customers
- other assets
3. Liquidity generated/absorbed by financial liabilities
- deposits from banks
- deposits from customers
- debt securities in issue
- held for trading financial liabilities
- financial liabilities designated at fair value:
- other liabilities
Net liquidity generated/absorbed by operating activities
B. INVESTMENT ACTIVITIES
1. Liquidity generated by:
- equity investments
- dividends collected on equity investments
- financial assets held to maturity
- property, plant and equipment
- intangible assets
- purchases/sales of subsidiaries and business units
Liquidity generated/absorbed by investment activities
C. FUNDING ACTIVITIES
- issue/purchase of treasury shares
- issue/purchase of capital instruments
- distribution of dividends and other
Net liquidity generated/absorbed by funding activities
(4)
(160)
(390)
(36,798)
(3,242)
(1,360)
(1,710)
17,523
(47,333)
(676)
32,658
18,093
5,173
(37,726)
51,988
(304)
(4,566)
6,506
133
223
(5,438)
(824)
(241)
377
(5,770)
(222)
-
(3,443)
(3,665)
(6)
1,236
860
(47,294)
(5,840)
746
21
(9,650)
(24,893)
(7,678)
48,343
299
33,947
(449)
5,211
3,699
5,636
15,271
171
191
(445)
(6,763)
(345)
(1,173)
(8,364)
23
(2,498)
(2,475)
(36)
1,033
(298)
(31,556)
(18,579)
6,728
(516)
(7,647)
(14,882)
3,340
32,159
4,205
20,063
13,422
(4,059)
602
(2,074)
11,795
241
504
(1,323)
(6,630)
(667)
320
(7,555)
191
(2,287)
(2,096)
NET LIQUIDITY GENERATED/ABSORBED DURING THE
YEAR
(2,929) 4,432 2,144
Key: (+) generated; (-) absorbed
RECONCILIATION 2008 2007 2006
Cash and cash equivalents at the beginning of the financial year 11,073 5,681 3,460
Cash and cash equivalents Capitalia Group - 976 -
Cash and cash equivalents Yapi Group - - -
Cash and cash equivalents HVB Group - - -
Total liquidity generated/absorbed during the financial year (2,929) 4,432 2,144
Cash and cash equivalents: effect of exchange rate variations (492) (16) 77
Cash and cash equivalents at the end of the financial year 7,652 11,073 5,681
20.2. Pro-forma financial information
The Prospectus does not contain pro-forma financial information.
20.3. Financial statements
The Issuer prepares individual and consolidated financial statements.
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The data presented in this chapter of the Prospectus, as with the data in the other chapters, are
those of the consolidated financial statements in that the data from the Issuer’s individual
statements do not provide any additional information with respect to that of the consolidated
statements.
20.4. Audit of annual financial information for past years
20.4.1. Statement certifying that financial information was subjected to audit review
Consolidated financial statements for years ended as at December 31, 2008, 2007 and
2006 were subject to auditing by the External Auditors, who then issued the audit
report attached to these statements. The External Auditors’ report must be read
together with the consolidated financial statements subject to auditing and refer to the
date on which the report was issued.
The audit report does not contain exceptions or clauses excluding responsibility.
20.4.2. Other information in the Prospectus that was subject to audit review by the statutory
auditors
The condensed consolidated financial statements as at September 30, 2009, included
in the consolidated interim management report, provided in the Appendix to the
Prospectus and available on the internet site www.unicreditgroup.eu, were subject to
limited auditing by the External Auditors, who issued their report on November 25,
2009.
20.5. Date of latest financial information
The most recent financial information contained in this Chapter 20 refers to the condensed
consolidated financial statements as at September 30, 2009. Refer to Paragraph 20.6 below.
20.6. Interim financial information and other financial information
The condensed consolidated financial statements as at September 30, 2009 are included in the
consolidated interim management report at the same date, provided in the Appendix to the
Prospectus and available on the internet site www.unicreditgroup.eu.
20.7. Dividend policy
20.7.1. Dividend per share
The table below shows the dividends distributed in 2007, 2008 and 2009 against profit
earned in 2006, 2007 and 2008, respectively.
12.31.2008 12.31.2007 12.31.2006
No. of ordinary shares 13,346,868,372 1 13,173,628,064 10,336,223,641
Dividend per ordinary share (€) - 0.260 0.240
No. of savings shares 21,706,552 21,706,552 21,706,552
Dividend per savings share (€) 0.025 0.275 0.255
Total dividends (€) 542,663.80 3,431,112,598 2,486,228,845
1 Ordinary shares with dividend rights.
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On April 30, 2009, the ordinary session of the shareholders' meeting resolved to pay a
dividend of €0.025 per savings share, allocating the remaining profit to reserves. In the
extraordinary session, the shareholders’ meeting resolved to allocate profit to
shareholders through the assignment of UniCredit scrip issue shares (so-called scrip
dividend) arising out of a free capital increase of a total nominal amount of
€1,218,815,136.50 by using the corresponding reserve and subsequent issue of
2,435,097,842 ordinary shares and 2,532,431 savings shares of a nominal value of
€0.50 each. Specifically, the shareholders’ meeting resolved to assign 29 new ordinary
shares for every 159 ordinary shares owned and 7 new savings shares for every 60
savings shares owned, made available to shareholders on May 21, 2009 (trading "ex”
starting on May 18, 2009).
20.8. Legal and arbitration proceedings
As at the Prospectus Date, there are pending lawsuits against the Issuer and other UniCredit
Group companies.
In many cases, there is substantial uncertainty regarding the outcome of the proceedings and
the amount of any possible losses. These cases include criminal proceedings, administrative
proceedings by the Supervisory Authority and claims in which the petitioner has not
specifically quantified the penalties requested (for example, in putative class action in the
United States). In such cases, given the infeasibility of predicting possible outcomes and
estimating any losses in a reliable manner, no provisions are made. However, where it is
possible to reliably estimate the amount of possible losses and the loss is considered likely,
provisions are made in the financial statements based on the circumstances and consistent with
IAS international accounting standards.
To protect against possible liabilities that may result from pending lawsuits (excluding labour
law, tax cases or credit recovery actions), UniCredit Group has a provision for risks of charges
of €1.2 billion as at September 30, 2009. However, it is possible that this provision may not be
sufficient to entirely meet the legal charges and the fines and penalties requested in pending
legal actions.
Therefore, it may occur that a negative outcome for said proceedings could have a harmful
effect on the financial situation of UniCredit Group.
In addition, there are a limited number of disputes related to credit recovery proceedings in
which UniCredit Group companies are involved, which could also have negative impacts on the
financial situation of UniCredit Group.
The following is a summary of pending cases in which UniCredit Group is involved, and which
have a value of €100 million or greater. Tax, labour law and credit recovery cases are not
included.
Action initiated against UniCredit, its Managing Director and the Managing Director of
HVB (Hedge Fund Claim) and action initiated against Verbraucherzentrale (VzfK Claim)
In July 2007, eight hedge funds, (followed by various minority shareholders of HVB),
submitted a writ of summons to the Regional Court of Munich for compensation for damages
allegedly suffered by HVB as a consequence of certain transactions regarding the transfer of
- 341 -

equity investments and business lines from HVB (after its entry into UniCredit Group) to
UniCredit or other UniCredit Group companies (and vice versa). In addition, they argue that the
HVB reorganisation cost should be borne by UniCredit.
The defendants in the lawsuit are UniCredit, its Managing Director, Alessandro Profumo, and
the former Managing Director of HVB, Wolfgang Sprissler.
The plaintiffs are seeking: (i) damages in the amount of €17.35 billion, plus interest; (ii) that
the Munich Court order UniCredit to pay HVB's minority shareholders appropriate
compensation in the form of a guaranteed regular dividend from November 19, 2005 onwards.
The defendants lodged their defence pleas with the Regional Court of Munich on February 25,
2008.
Furthermore, another minority shareholder of HVB, Vzfk – already owner of a non-significant
shareholding in the company capital - started legal proceedings that were substantially similar
towards UniCredit, its CEO, Alessandro Profumo and the then CEO of HVB, Wolfang
Sprissler (for an amount equal to €173.5 million plus interest) and the Regional Court of
Munich combined the mentioned proceedings to that promoted by the hedge fund on July 29,
2009
The defendants, while aware of the risks that any such suit inevitably entails, are of the opinion
that the claims are groundless, given that all of the transactions referred to by the plaintiffs
were carried out on payment of consideration which was held to be fair on the basis of thirdparty
advisors' opinions. As such, no provision has been made.
Special Representative
On June 27, 2007, the HVB annual Shareholders’ Meeting passed a resolution for a claim of
damages against UniCredit, its legal representatives, and members of HVB's management
board and supervisory board, citing damages to HVB due to the sale of the its equity
investment in BA and the Business Combination Agreement (BCA) entered into with
UniCredit during the integration process. The attorney Thomas Heidel was appointed as
Special Representative by a shareholders’ resolution voted on by the minority shareholders
with the task of verifying if there are sufficient grounds to move forward with this claim. To
this end, the Special Representative was granted the authority to examine documents and obtain
further information from the company.
Based on his investigations within HVB, in December 2007, the Special Representative asked
UniCredit to restore the purchased BA shares to HVB.
In January 2008, UniCredit replied to the Special Representative, stating that, in its view, such
a request was unfounded.
On February 20, 2008 Attorney Heidel, acting as Special Representative, filed a petition against
UniCredit, its Managing Director, Alessandro Profumo, the former Managing Director of HVB,
Wolfgang Sprissler and HVB's Chief Financial Officer, Rolf Friedhofen, requiring the
defendants to return the BA shares to HVB along with compensation to HVB for any additional
- 342 -

losses in the matter or, if this petition is not granted by the Munich Court, to pay €13.9 billion
in damages.
On July 10, 2008, Attorney Heidel filed and gave notice of an amendment to the petition. In it
he asks that UniCredit, its Managing Director, and HVB’s former Managing Director and Chief
Financial Officer be ordered to return the additional amount of €2.98 billion (plus interest) in
addition to damages that may result from the capital increase resolved by HVB in April 2007
following the transfer of the banking business of the former UBM to HVB. Specifically, the
Special Representative asserts that the transfer was overvalued and that auditing rules were
violated.
Since it is doubtful that the amendment of the Special Representative’s petition is in line with
the resolution of the HVB Shareholders’ Meeting in June 2007, UniCredit considers the
plaintiff’s claims to be unfounded, partly in consideration of the fact that both the sale of BA
and the transfer of the operations of the former UBM during the HVB capital increase occurred
on the basis of independent assessments (fairness opinions and valuation reports) of wellknown
External Auditors and investment banks, thus, it has not made any provisions.
It should be noted that on November 10, 2008, an extraordinary meeting of HVB shareholders’
was held and resolved to revoke the resolution of June 27, 2007, consequently, Attorney Heidel
was removed as HVB’s Special Representative. This means that the Special Representative no
longer has the authority to prosecute the actions brought against UniCredit, its officers, or
HVB's officers, unless the resolution is declared null or ineffective. In particular, the removal
prevents the Special Representative from continuing his petition for damages, which, moreover,
will not disappear automatically, but rather only if a decision in this matter is made by HVB’s
supervisory board (against Wolfgang Sprissler and Rolf Friedhofen) and the management board
(against UniCredit and its Managing Director). HVB’s Statutory Bodies, with the assistance of
external consultants, initiated a review of this complex matter to make the related decisions
under their authority.
The removal of the Special Representative was contested by Attorney Heidel and by a minority
shareholder. On August 27, 2009 the Regional Court of Munich declared the Special
Representative’s removal null. However the decision is not yet final and binding, in that an
appeal is pending with the High Regional Court of Munich.
On June 2, 2009 the Regional Court of Munich decided to suspend arguments on the Special
Representative’s petition until a final decision is made on the validity of the appointment and
subsequent removal of the Special Representative.
The Special Representative submitted a request to review the suspension measure of the
petition. The same first instance judge will review and if, as expected, the judge does not
reverse his decision, the High Regional Court will decide on the correctness of the suspension
measure.
Cirio
In April 2004, the extraordinary administration of Cirio Finanziaria S.p.A. served notice to
Sergio Cragnotti and various banks including Capitalia (absorbed by UniCredit) and Banca di
Roma S.p.A., of a petition to obtain judgment declaring the invalidity of an allegedly illegal
agreement with Cirio S.p.A. regarding the sale of the dairy company Eurolat to Dalmata S.r.l.
- 343 -

(Parmalat). The extraordinary administration subsequently requested that Capitalia and Banca
di Roma S.p.A. be found jointly liable to reimburse a sum of €168 million and that all
defendants be found jointly liable to pay damages of €474 million.
Furthermore, the extraordinary administration requested, should the above fail, the revocation
of the deeds of settlement made by Cirio S.p.A. and/or repayment by the banks of the amount
paid for the agreement in question, on the grounds of undue profiteering, pursuant to Article
2901 of the Italian Civil Code.
In May 2007, the case was retained for the judge’s ruling. No preliminary investigation was
conducted. In February 2008, an unexpected ruling by the Court of Rome ordered Capitalia
(currently UniCredit) and Sergio Cragnotti to pay €223.3 million plus currency appreciation
and interest from 1999. UniCredit has appealed the sentence, requesting the suspension of the
execution of the lower court’s judgment.
The Rome Court of Appeals, with a ruling issued on March 17, 2009, suspended the execution
of the judgment against UniCredit and Sergio Cragnotti of payment of €223.3 million, as well
as currency appreciation and interest from 1999, as directed in the Rome Court ruling of
February 2008 in favour of Cirio S.p.A.'s receivers. The proceeding is still pending as at the
Date of the Prospectus. In order to oversee such risks, provisions were made for an amount
considered congruous to the current risk of the proceedings.
*****
In April 2007, certain Cirio Group companies in administration filed a petition against
Capitalia (now UniCredit), Banca di Roma S.p.A., UBM (now UniCredit) and other banks for
compensation of damages resulting from their role as arrangers of bond issues by Cirio Group
companies, although, according to the plaintiffs, they were already insolvent at the time.
Damages were quantified as follows:
(i) the damages incurred by the petitioners due to a worsening of their difficulties were
calculated within a range of €421.6 million to €2.082 billion (depending upon the
criteria applied);
(ii) the damages incurred because of the fees paid to the Lead Managers for bond
placements were calculated at a total of €9.8 million;
(iii) the damages, to be determined during the proceedings, incurred by Cirio Finanziaria
S.p.A. (formerly Cirio S.p.A.), for losses related to the infeasibility of recovering,
through post-bankruptcy clawback, at least the amount used between 1999 and 2000 to
cover the debt exposure of some of the Group companies;
plus interest and currency revaluation from the date owed to the date of payment.
In the ruling of November 3, 2009 the judge denied the plaintiff’s claim holding the companies
of Cirio Group in extraordinary administration jointly liable for reimbursement of legal
expenses in favour of the defendant banks. The ruling could be appealed.
UniCredit, having considered the opinion of its defence counsel, believes the action to be
groundless, and is confident the judgment will be favourable. Accordingly no provisions have
been made.
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International Industrial Participations Holding IIP N.V.
On October 30, 2007, International Industrial Participations Holding IIP N.V. (formerly
Cragnotti & Partners Capital Investment N.V.) and Sergio Cragnotti brought a civil action
against UniCredit (as the successor to Capitalia ) and Banca di Roma S.p.A. for alleged direct
damages and loss of profit quantified at €135 million resulting from:
• primarily, the breach of contractual obligations of financial assistance previously assumed
in favour of Cragnotti & Partners Capital Investment N.V., Sergio Cragnotti, and Cirio
Finanziaria S.p.A. Cirio Group, which resulted in its insolvency;
• secondarily, the illegitimate refusal by the defendants to provide Cirio Finanziaria S.p.A.
and Cirio Group the financial assistance necessary to repay a bond expiring on November
6, 2002, not acting properly and in good faith.
The investigating magistrate set a clarification hearing for the conclusions for October 18,
2010.
Following the recent reorganisation of UniCredit Group, without prejudice to the legitimation
of UniCredit as the defendant, the question in law, previously attributable to Banca di Roma
S.p.A. was transferred to UniCredit Corporate Banking.
The plaintiff’s claim in this action is completely groundless.
In consideration of such, no provisions have been made as at the Date of the Prospectus.
Qui tam Complaint against Vanderbilt LLC and other UniCredit Group companies
On July 14, 2008, Frank Foy and his wife, in compliance with local New Mexican law (Qui
Tam Statute), according to which any State resident may file a legal action on behalf of the
State, filed a complaint on behalf of the State of New Mexico in relation to certain investments
made by the New Mexico Educational Retirement Board (ERB) and the State of New Mexico
Investment Council (SIC) in Vanderbilt LLC (“VF”), an indirect UniCredit investee company.
Frank Foy claims to have been the Chief Investment Officer of ERB and to have submitted his
resignation in March 2008.
Frank Foy requests, on behalf of the State of New Mexico, compensation for damages totalling
USD 360 million (including applicable penalties as part of the New Mexico Fraud against
Taxpayers Act, which provides for the possibility of treble damages) based on the New Mexico
Fraud against Taxpayers Act, asserting that Vanderbilt VF and the other defendants
surreptitiously persuaded ERB and SIC to invest USD 90 million in Vanderbilt products (i) by
knowingly providing false information on the nature and risk level of the VF investment and
(ii) by guaranteeing improper contributions to then-Governor of the State of New Mexico, Bill
Richardson, and other State officials, to convince them to make the investment. Frank Foy
maintains that the State suffered damages equivalent to the entire initial investment of USD 90
million (consequential damages) and requests an additional USD 30 million for loss of profit.
Defendants include – inter alia – the following:
• Vanderbilt Capital Advisors, LLC (VCA), a wholly-owned indirect subsidiary of
Pioneer Investment Management USA Inc. (PIM US);
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• Vanderbilt Financial, LLC (VF), a special purpose vehicle in which PIM US has an
8% holding;
• Pioneer Investment Management USA Inc. (PIM US), a wholly-owned subsidiary
of PGAM;
• PGAM., a wholly-owned subsidiary of UniCredit;
• UniCredit;
• various directors of VCA, VF and PIM US;
• law firms, external auditors, investment banks and State of New Mexico officials.
At present, an assessment on the economic impact that may result from the proceedings is
premature.
The defendants have requested that the plaintiff’s claim be denied. The Court has not yet set a
date for a hearing on said request.
The petition was served to the American companies, including Vanderbilt Capital Advisors and
Pioneer Investment Management USA Inc. (both part of UniCredit Group). Also the natural
persons who are called as defendants have been served the petition.
On September 24, 2009 UniCredit was served the petition. PGAM has not yet been served.
Divania S.r.l.
In the first half of 2007, Divania S.r.l. filed a suit against UniCredit Banca d’Impresa S.p.A.
(now UniCredit Corporate Banking) contesting the violations of the law and regulations
(relevant, amongst other things, to financial products) with reference to the operations in rate
and currency derivative transactions created between January 2000 and May 2005 by Credito
Italiano S.p.A. initially, and subsequently by UniCredit Banca d’Impresa S.p.A. (now
UniCredit Corporate Banking), for a total of 206 contracts. The petition, which requests that the
contracts be declared inexistent, or failing that, null and void or to be cancelled or terminated
and that UniCredit Banca d’Impresa S.p.A. (now UniCredit Corporate Banking) be found liable
to pay a total of €276.6 million as well as legal fees and interest, was served on March 26, 2007
in the Court of Bari as part of the new corporate procedure. An expert witness report was
requested in the fall of 2008. Recently the experts requested an extension of 120 days for
submitting the report that was due at the beginning of March 2010. The suit is still pending as
at the Date of the Prospectus.
UniCredit Corporate Banking considers the claimed amount to be disproportionate to the actual
litigation risk, as the amount claimed was calculated by adding all debit entries made (for an
amount much larger than the actual), without including the credits that drastically reduce the
claimant’s demands. Furthermore, a settlement had been reached, and signed on June 8, 2005,
for the contested transactions, under which Divania S.r.l. stated that it would no longer make
any claim, for any reason, for the transactions now being disputed. The petition calls into
question the validity of the transaction, arguing that the settlement is null and void given the
alleged illegitimacy of the transactions in question. UniCredit Corporate Banking believes that
the maximum amount at risk is approximately €4 million, equivalent to the sum that was
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debited to the plaintiff’s account at the time of the transaction. For this reason, a provision has
been made for an amount consistent with the lawsuit risk.
On September 21, 2009, Divania S.r.l. served an additional and separate petition to UniCredit
Corporate Banking at the Court of Bari, requesting compensation for damages allegedly
incurred, amounting to €68.9 million, contesting the violations of the law and regulations
(relevant, amongst other things, to financial products) as a result of the bank’s behaviour in
relation to the derivative transactions in question, and, more generally, the behaviour in regards
to the customer. The suit is closely linked to the one already pending.
The petition is considered to be without grounds, as the plaintiff company’s crisis is not
attributable to its relationship with the bank, but rather to problems in the company and in the
market, and therefore, no provisions have been made.
Acquisition of Cerruti Holding Company S.p.A. by Fin.Part S.p.A.
At the beginning of August 2008, the receivership of Fin.Part S.p.A. (“Fin.Part”) brought a
civil action against di UniCredit, UniCredit Banca, UniCredit Corporate Banking and one other
bank not belonging to UniCredit Group for contractual and tort liability.
Fin.Part makes claim against each of the defendant banks, jointly and severally or alternatively,
each to the extent applicable, for compensation for damages allegedly suffered by Fin.Part and
its creditors as a result of the acquisition of Cerruti Holding Company S.p.A. (“Cerruti”).
The action contests the legality of the conduct displayed during the years 2000 and 2001 by the
defendant banks, in concert among them, for the acquisition of the fashion sector of the Cerruti
1881 Group, by means of a complex financial transaction focused specifically on the issue of a
bond for €200 million by a special purpose vehicle in Luxembourg (C Finance S.A.).
It is maintained that Fin.Part was not able to absorb the acquisition of Cerruti with its own
funds, and that the financial obligations connected with the bond payment brought about the
bankruptcy of the company.
Therefore, the receivership is requesting compensation for damages in the amount of €211
million, which represents the difference between the liabilities (€341 million) and the assets
(€130 million) of the bankruptcy estate, or such other amount as determined by the court.
Furthermore, it is requested the defendants return all of the amounts earned in fees,
commissions and interest in relation to the fraudulent activities.
Papers were filed on December 23, 2008 that included the bankruptcy of C Finance S.A.
The receivership maintains that the insolvency of C Finance S.A., which existed at the time of
its establishment, due to the issue of the bond and the transfer of proceeds to Fin.Part in
exchange for assets with no value, should be attributed to the banks involved in causing the
financial difficulties, as their executives contributed to devising and executing the transaction.
The defendant banks are asked to compensate the damages as follows: a) the total of
bankruptcy liabilities (€308.1 million); or, alternatively, b) the amounts disbursed by C Finance
S.A. to Fin.Part and Fin.Part International (€193 million); or, alternatively, c) the amount
collected by UniCredit (€123.4 million).
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In another area, the banks are requested to compensate damages for the amounts collected
(equivalent to €123.4 million as well as €1.1 million in fees and commissions) for the alleged
invalidity and illegality of the case or for illegal reasons involving all parties to the complex
deal that the transaction in question allegedly turned into, according to the petitioner, the
payment of Fin.Part debts to UniCredit using the proceeds from the C Finance S.A. bond issue.
In addition, the transaction was allegedly a means for evading Italian laws regarding limits and
procedures for bond issues.
UniCredit Group’s legal counsel is assessing the procedural aspects and the relationships
between the accompanying petitions of the two bankruptcies, also in regard to the appeal
pursuant to Article 101 of Regional Decree no. 267 of March 16, 1942, filed by the C Finance
S.A. bankruptcy against the bankruptcy of Fin.Part.
In January 2009, the judge rejected the writ of attachment for the defendant not belonging to
UniCredit Group.
On June 9, 2009 the deed of appearance and reply was submitted for UniCredit. At the hearing
on June 30, 2009, the judge allowed the personal appearance of the parties to begin settlement
proceedings, setting the hearing date for October 5, 2009.
The settlement proceedings were unproductive due to the distance of the parties' positions. The
judge postponed the hearing to January 12, 2010 for a new settlement attempt. The proceeding
is still pending as at the Date of the Prospectus.
On October 2, 2009, the receivership of Fin.Part subpoenaed in the Court of Milan UniCredit
Corporate Banking (as the party of the former Credito Italiano) in order that (i) the invalidity of
the “payment” of €46 million made in September 2001 by Fin.Part to the former Credito
Italiano be recognised and consequently, (ii) the defendant be sentenced to return said amount
in that it relates to an exposure granted by the bank as part of the complex financial transaction
under dispute in the prior proceedings.
According to the opinion of UniCredit, also based on the information supplied by their legal
counsel, the claims appear groundless and/or lacking from an evidence viewpoint,
consequently, also bearing in mind that the proceedings are in their initial stages, no provisions
have presently been made.
Seanox Oil P.T.
In 2004, Seanox Oil P.T., with registered office in Jakarta, made a decision to liquidate
(through Branch 26 in Milan of the former Banca di Roma) 2 certificates of deposit that were
apparently issued by UBS for a total amount of USD 500 million (USD 300 million and USD
200 million).
The aforementioned company instituted proceedings against the former Banca di Roma S.p.A.,
claiming it had suffered unjust loss deriving from the alleged illicit delivery to UBS Bank of
Zurich of one of the certificates, that of the certificate having a face value of USD 200 million,
which having proved to be false, was withdrawn by UBS Zurich.
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Accordingly, the plaintiff requested compensation for damages for the notional value of the
certificate of deposit held by UBS, or USD 200 million, equivalent to €158 million.
It should be noted that the second certificate of deposit with a notional value of USD 300
million, not included in this action, was seized by the Finance Police at the vault of the
aforementioned Milan branch of Banca di Roma on November 18, 2004 as part of a criminal
proceeding pending with the Court of Trento regarding fraud charges related to said certificate.
This proceeding was concluded with the defendants being acquitted.
The bank duly appeared in court to dispute the reconstruction of events and requested that the
petition be wholly rejected in that it is unfounded in law and in fact. Following a number of
recent restructuring transactions by UniCredit Group, the disputed right behind the case was
transferred to UniCredit Banca.
For this reason, a provision has been made for an amount consistent with the risk of the lawsuit.
Mario Malavolta
In July 2009, Mario Malavolta, on his own behalf and as legal counsel and director of
Malavolta Corporate S.p.A. and its subsidiaries and associates, sued UniCredit for
compensation for damages (approximately €135 million) allegedly due to illicit behaviour on
UniCredit’s part. Furthermore, the petitioner requests the confirmation of the improper
application of interest on its current accounts held by the aforementioned company.
The defendant named in this action is UniCredit Corporate Banking.
The petitioner disputes the conduct by the defendant during the period 2006-2007, maintaining
that improper involvement by the bank in the decision-making processes of Malavolta Group
companies allegedly prevented the restructuring processes and caused significant financial
burden (currently the companies of Malavolta Group are insolvent and under bankruptcy
proceedings).
The facts and circumstances described above also allegedly resulted in significant damages to
Mario Malavolata in his role as shareholder and director of Malavolta Corporate S.p.A. and its
subsidiaries.
The proceedings are in the initial phases and a provision has not been made.
Valauret S.A.
In 2001, the plaintiffs (Valauret S.A. and Hughes de Lasteyrie du Saillant), bought shares in the
French company Rhodia S.A. They maintain that they suffered losses as a result of the drop in
Rhodia share prices between 2002 and 2003, allegedly caused by earlier fraudulent actions by
members of the company’s board of directors, which made the financial statements untruthful
and misleading.
In 2004, the plaintiffs filed a petition claiming damages against the board of directors, the
external auditors, and Aventis S.A. (the alleged majority shareholder of Rhodia S.A.). Later
they extended their claim to other parties, arriving at a total of 14 defendants, the latest being
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Bank Austria (BA), against which a petition was filed at the end of 2007, as successor of
Creditanstalt AG (CA). The plaintiffs maintain that the latter was involved in the
aforementioned alleged fraudulent activities, as it was the credit institution of one of the
companies involved in said activities. Valauret S.A. is seeking damages of €129.8 million in
addition to legal costs and Hughes de Lasteyrie du Saillant is seeking €4.09 million for direct
damages, €200,000 for moral injury and €100,000 pursuant to Article 700 of the French Civil
Procedures Code for reimbursement of legal costs.
In BA’s opinion, the involvement of CA in fraudulent activities is without grounds. In 2006,
well before the action was extended to BA, the civil proceedings were suspended following the
opening of criminal proceedings lodged by the French public ministries based on the criminal
charge against persons unknown by the same plaintiffs.
In December 2008, the Commercial Court of Paris suspended the civil proceedings against BA.
In relation to such circumstances no provisions were made.
Treuhandanstalt
A suit is pending against Bank Austria Creditanstalt AG (currently BA) related to the claims of
Treuhandanstalt, the German public agency for new Lander reconstruction, the predecessor of
Bundesanstalt fur vereinigungsbedingte Sonderaufgaben (“BvS”) against AKB Privatbank
Zürich AG (formerly Bank Austria (Schweiz) AG), a former subsidiary of BA. Essentially it is
asserted that the former subsidiary embezzled funds from companies in the former East
Germany. BvS is requesting compensation for damages of approximately €128 million, plus
interest dating back to 1992. BA maintains that the claims are groundless. In consideration of
such, no provisions have been made as at the Date of the Prospectus.
On June 25, 2008 the Zurich District Court rejected the request of BvS, with the exception of
the amount of €320 thousand that, in the Court's opinion, represents fees and commissions
applied in good faith, in accordance with a contract that was no longer valid, by the former
subsidiary of BA. Overall, the judgment confirmed that the bank’s actions were appropriate.
Following the appeal submitted by both parties, the suit will continue in front of the Zurich
Court of Appeals.
Association of small shareholders of NAMA d.d. in bankruptcy; Slobodni sindiKat
Zagrebačka was called before the Zagreb Municipal Court by two parties: (i) the association of
small shareholders of NAMA d.d. in bankruptcy; (ii) Slobodni Sindikat.
The parties allege that Zagrebačka violated the rights of NAMA d.d., as minority shareholder
of Zagrebačka since 1994. The parties assert, inter alia, that Zagrebačka did not distribute to
NAMA d.d. profits in the form of Zagrebačka shares.
As such, the plaintiffs ask the Court to sentence Zagrebačka to assign ownership of 44,858
Zagrebačka shares to NAMA d.d. or, alternatively, to pay the equivalent amount in cash that
the plaintiffs estimate at Kuna 897,160,000.00 (approximately €123.7 million) assuming that
each share has a value of Kuna 20,000.
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Zagrebačka maintains that the plaintiffs do not have legal standing in that they have never been
Zagrebačka shareholders, nor the holders of the rights allegedly violated.
Zagrebačka maintains that the alleged violation of rights due to the former minority shareholder
NAMA d.d. never occurred. Therefore, Zagrebačka believes that the plaintiffs’ claims are
groundless, as they have not proven either the existence of the rights or the quantified damages.
On November 16, 2009, at the first hearing, the judge rejected the request by the plaintiffs,
without dealing with the merit of the litigation, declaring that the plaintiffs did not even have
the legitimisation to act. The decision has been appealed.
In relation to these proceedings, no provisions have been made.
GBS S.p.A.
At the beginning of February 2008, General Broker Service S.p.A. (GBS S.p.A.) initiated
arbitration proceedings against UniCredit aiming at declaring the behaviour of Capitalia and
subsequently UniCredit illegitimate with regards to the insurance brokerage relationship in
effect and allegedly deriving from the exclusive agreement signed in 1991, and furthermore to
obtain compensation for damages suffered, originally estimated at €121.7 million, then
increased to €197.1 million.
The 1991 agreement, which included an exclusivity right, was signed by GBS S.p.A. and the
former Banca Popolare di Pescopagano e Brindisi. The bank, following the 1992 merger with
Banca di Lucania, became Banca Mediterranea, which was incorporated in 2000 in Banca di
Roma S.p.A., which then became Capitalia (currently UniCredit).
The brokerage relationship with GBS S.p.A., dating back to the 1991 contract, was then
governed by (i) an insurance brokerage service agreement signed in 2003 between GBS S.p.A.,
AON S.p.A. and Capitalia, whose validity was extended to May 2007, and (ii) a similar
agreement signed in May 2007 between the aforementioned brokers and Capitalia Solutions
S.p.A., on its own behalf and as proxy for the banks and in the interest of the companies of the
former Capitalia Group, including the holding company.
In July 2007, Capitalia Solutions S.p.A., on behalf of the entire Capitalia Group, exercised its
right of withdrawal from the contract in accordance with the terms of the contract (in which it
is expressly recognised that, in the event of withdrawal, the banks/companies of the former
Capitalia Group should not be obliged to pay the broker any amount for any reason).
At the request of GBS, an expert witness report was ordered, whose results, both in terms of
method and calculations, have been disputed by UniCredit.
In the award issued on November 18, 2009 UniCredit was sentenced to pay GBS S.p.A. a total
amount of €144 million, as well as legal costs and the costs of the expert opinion report.
UniCredit, deeming that the arbitrational ruling was groundless, presented an appeal,
requesting the suspension of the execution of the judgement. In the case that the request for
suspension - once submitted following the execution of the arbitration award, which has not
occurred as at the Date of the Prospectus - is not accepted, UniCredit could be held to pay €144
million as well as other expenses, in pendency of the decision for the appeal. Even in the case
that the request for suspension is accepted, UniCredit could make provisions for an overall
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amount deemed congruent to that which, at the time of the provision, is decided, appears to the
risk of the litigation.
Deutsche Pfandbrief Bank (was Hypo Real Estate AG) and Hypo Real Estate
International AG against HVB
Until 2001, HVB was the parent company of a group that was consolidated for tax purposes.
Each year it paid the competent authority the taxes owed by the whole group and then
recovered the amounts paid from the individual companies.
Hypo Real Estate Bank AG (and Hypo Real Estate Bank International AG, merged into Hypo
Real Estate Bank AG), which belonged to said group, maintained the amount charged was
excessive, and initiated legal proceedings in the District Court of Munich.
In the judgment of April 29, 2008, the Court sentenced HVB to pay €75.5 million as well as
interest and expenses for a total amount of €116 million as at December 16, 2009.
HVB, on opinion of its legal counsel, believes that the plaintiffs’ request is groundless and is
therefore appealing the judgment of first instance. On December 16, 2009, HVB executed a
transaction agreement that provided for the payment of €46.5 million including interest for the
purpose of resolving the controversy. The mentioned agreement is binding unless one of the
parties exercises their right to revocation by January 15, 2010
FinTeam spol s.r.o.
In March 2009, FinTeam spol s.r.o., a Slovakian company, sued UniCredit Bank Slovakia a.s.
before a Bratislava Court for transactions involving exchange rates and derivatives (futures
transactions and exchange rate options for Euro/Slovakian Corona) carried out as part of the
Master Treasury Agreement signed between FinTeam and UniCredit Bank Slovakia in June
2004.
FinTeam alleges that certain transactions executed between the parties are invalid, in that they
were not carried out in compliance with the provisions of the Master Treasury Agreement.
FinTeam further maintains that it incurred losses as a result of the aforementioned transactions
being debited to their account.
FinTeam furthermore filed for compensation for damages, including loss of earnings and legal
expenses, allegedly suffered by FinTeam as a result of alleged breach of the Agreement by the
bank. The amount of these damages is estimated by FinTeam at € 100 million, but no proof of
the damages has been submitted. The bank appeared before the court and as a preliminary
measure claimed lack of jurisdiction by that Court. In fact, the Master Treasury Agreement
calls for any contractual dispute to be settled by a standing arbitration panel set up by the
Slovak Bank Association.
On merit, UniCredit Bank Slovakia considers the FinTeam claims to be groundless.
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In fact, the bank believes it has correctly complied with all Agreement-related obligations and
legitimately exercised its rights granted therein, including the right to request further
guarantees.
The bank considers the FinTeam claim for compensation and quantification of the damages
allegedly suffered to be unfounded, and has therefore allocated no provision.
Fratelli Costanzo Group
The Costanzo group of companies, originally controlled by the Costanzo family, has been in
receivership since 1996. In February 2006, certain members of the Costanzo family filed a
claim for damages against the official receivers and the Italian Ministry for Productive
Activities, alleging mismanagement of the group companies. The plaintiffs also called
members of the Supervisory Board, which included the subsidiaries IRFIS S.p.A. and Banca di
Roma (now merged into UniCredit), as defendants, alleging failure to supervise. The total value
of the claim is approximately € 2.040 billion. After the Court of Catania declared it had no
jurisdiction over the case, it was brought before the Lazio Regional Administrative Court in
Rome in November 2009. The claim for damages appears to be unfounded and therefore no
provisions have been allocated.
ADDITIONAL RELEVANT INFORMATION
The following section illustrates the pending proceedings against the Issuer and the other
companies of the UniCredit Group for which as at the Date of the Prospectus, the claims were
not characterised by a known economic demand or for which the economic request cannot be
quantified.
Voidance action challenging the transfer of shares of Bank Austria Creditanstalt AG (BA)
held by HVB to UniCredit (Shareholders’ Resolution of October 25, 2006)
Numerous minority shareholders of HVB have filed petitions challenging the resolutions
adopted by HVB's Extraordinary Shareholders’ Meeting of October 25, 2006 approving a Sale
and Purchase Agreement (“SPA”) transferring the shares held by HVB in International
Moscow Bank and AS UniCredit Bank Riga to BA and the transfer of the Vilnius and Tallin
branches to AS UniCredit Bank Riga, asking the Court to declare these resolutions null and
void. In the course of this proceeding, some shareholders asked the Regional Court of Munich
to state that the BCA, entered into between HVB and UniCredit should be regarded as a de
facto domination agreement.
The shareholders filed their lawsuit contesting alleged deficiencies of the formalities relating to
the convocation and conduct of the Extraordinary Shareholders’ Meeting held October 25,
2006, and that the sales price for the shares was allegedly inadequate.
In the judgment of January 31, 2008, the Court declared the resolutions passed at the
Extraordinary Shareholders’ Meeting of October 25, 2006 to be null and void for formal
reasons. The Court did not express an opinion on the issue of the alleged inadequacy of the
purchase price but expressed the opinion that the BCA entered into between UniCredit and
HVB should have been submitted to HVB’s Shareholders' Meeting as it represented a
"concealed" domination agreement.
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HVB filed an appeal against this judgment since it is believed that the provisions of the BCA
would not actually be material with respect to the purchase and sale agreements submitted to
the Extraordinary Shareholders' Meeting of October 25, 2006, and that the matter concerning
valuation parameters would not have affected the purchase and sales agreements submitted for
the approval of the shareholders' meeting. HVB also believes that the BCA is not a “concealed”
domination agreement, due in part to the fact that it specifically prevents entering into a
domination agreement for five years following the purchase offer.
In essence, the HVB shareholder resolution could only become null and void when the Court’s
decision becomes final. In light of the duration of the appeal phase, which is currently
underway, as well as the ability to further challenge the second-instance judgment at the
German Federal Court of Justice, we estimate that it will take between three and four years for
the final decision.
Moreover, it should be noted that in using a legal tool recognised under German law, and
pending the aforementioned proceedings, HVB asked the Shareholders' Meeting held on July
29 and 30, 2008 to reconfirm the resolutions that were passed by the Extraordinary
Shareholders' Meeting of October 25, 2006 (so-called Confirmatory Resolutions) and
contested. If passed, these resolutions would make the alleged improprieties irrelevant.
The Shareholders’ Meeting approved these resolutions, which, however, were in turn
challenged by several shareholders in August 2008. In February 2009, an additional resolution
was adopted that confirmed that adopted resolutions.
In the hearing of June 24, 2009, the Court disclosed its intention to reject the voidance action;
the proceeding is still pending as at the Date of the Prospectus.
In light of the above events, the appeal proceedings initiated by HVB against the judgment of
January 31, 2008 were suspended until a final judgment is issued in relation to the confirmatory
resolutions adopted by HVB’s Shareholders’ Meeting of July 29 and 30, 2008.
Voidance action challenging the squeeze-out of HVB minority shareholders
(Shareholders’ Meeting of June 25, 2007)
The annual HVB Shareholders’ Meeting of June 27, 2007 authorised, inter alia, a resolution to
transfer to UniCredit the shares held by the minority shareholders in exchange for a cash
settlement of €38.26 per share (a so-called squeeze-out).
More than 100 shareholders filed suits challenging this resolution asking the Court to declare it
null and void.
The Regional Court of Munich rejected the action on August 27, 2008. Various minority
shareholders have filed an appeal with the High Regional Court.
On June 19, 2009, the High Regional Court of Munich issued an order of consideration in
which it expressed its intention to reject the challenges without oral arguments and on August
27, 2009 rejected the appeals.
Based on publicly-available documentation, an appeal was lodged with the German Federal
Constitutional Court (the Bundesverfassungsgericht) against the decision of the High Regional
Court of Munich regarding the squeeze-out resolution.
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In the meantime, HVB, which believes that the lawsuits are clearly unfounded, filed an
unblocking motion in December 2007 asking the Court to grant clearance for the transfer
resolution to be entered in the Chamber of Commerce, notwithstanding the pending voidance
action by the minority shareholders against the resolution.
The Regional Court of Munich granted HVB’s request on the grounds that the procedural
deficiencies of the resolution in question were unfounded. The minority shareholders
challenged the judgment in front of the High Regional Court which, in its judgment of
September 3, 2008, rejected the appeal (the so-called unblocking motion of second instance).
The judgment is final and there can be no recourse to higher levels of jurisdiction.
Accordingly, on September 15, 2008, the Munich Business Register recorded the squeeze-out
and UniCredit became the shareholder of the entire HVB share capital.
Squeeze-out of HVB minority shareholders (appraisal proceedings)
Approximately 300 former minority shareholders of HVB filed a request to revise the price
obtained in the squeeze-out (appraisal proceedings). The dispute mainly concerns profiles
regarding the valuation of HVB. UniCredit submitted its defence briefs on July 23, 2009.
The proceeding is still pending as at the Date of the Prospectus.
Squeeze-out of Bank Austria’s minority shareholders
After a settlement was reached on all legal challenges to the transaction in Austria, the
resolution passed by the Bank Austria shareholders’ meeting approving the squeeze-out of the
ordinary shares held by minority shareholders (with the exception of the so-called “golden
shareholders”) was recorded in the Vienna Business Register on May 21, 2008.
Accordingly, UniCredit became the owner of 99.995% of the Austrian bank’s share capital
with the resulting obligation to pay minority shareholders a total amount of €1,045 million,
including interest accrued on the squeeze-out, in accordance with local laws.
The minority shareholders received the squeeze-out payment including the related interest.
Several shareholders who felt the squeeze-out price was inadequate have initiated proceedings
with the Commercial Court of Vienna, in which they are asking the Court to review the
adequacy of the amount paid (appraisal proceedings). UniCredit immediately challenged the
competency of the Vienna Court. In the judgment of October 14, 2008, the Court maintained its
competency in the case, without going into the matter. UniCredit then contested the decision
with the High Regional Court of Vienna. In the judgment of July 6, 2009, the latter upheld that
the Commercial Court of Vienna was competent to hear the case. UniCredit filed an
extraordinary appeal with the Supreme Court challenging the decision of the High Regional
Court.
In addition to the judicial proceeding in front of the Commercial Court of Vienna, a minority
shareholder initiated at the same time a parallel procedure. It is possible that the decision will
be made during or soon after the Offer. If the outcome is unfavourable for the Issuer, a negative
impact for the Group cannot be excluded.
Cirio and Parmalat criminal proceedings
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Between the end of 2003 and the beginning of 2004, criminal investigations of some former
Capitalia Group, now UniCredit, officers and managers were conducted in relation to the
insolvency of Cirio Group. The trials resulting from these investigations, related to the Group's
insolvency, involved the former Capitalia, (now UniCredit), one of the lending banks of said
group and resulted in the some executives and officers of the former Capitalia (now UniCredit)
being committed trial.
Cirio S.p.A.’s extraordinary administration and several bondholders joined the criminal
judgment as civil complainants without specifying damages claimed. UniCredit, also as the
universal successor of UniCredit Banca di Roma was cited as legally liable. The proceedings
are in the preliminary initial-discussion phase
Similarly, with regard to the state of insolvency of the Parmalat Group, from the end of 2003 to
the end of 2005, investigations were also carried out on certain executives and officers of the
former Capitalia (now UniCredit), who had been committed for trial within the scope of three
distinct criminal proceedings known as “Ciappazzi”, “Parmatour” and “Eurolat”).
Companies of the Parmalat Group in extraordinary administration and numerous Parmalat
bondholders are the plaintiffs in the civil suits in the aforementioned proceedings. All of the
civil claimants’ lawyers have reserved the right to quantify damages at the conclusion of the
first instance trials.
In the “Ciappazzi” and “Parmatour” proceedings, several companies of the UniCredit Group
have been named as civil defendants.
Upon execution of the settlement of August 1, 2008 between UniCredit Group and Parmalat
S.p.A., and as Parmalat Group companies in extraordinary administration, all civil charges
were either waived or revoked.
The officers involved in the proceedings in question maintain that they performed their duties
in a legal and proper manner.
Based on the advice of legal counsel, it is not possible, as at the Date of the Prospectus for
UniCredit to reliably estimate the contingent liability from the aforementioned cases, although
there is a potential risk of legal liability due to the complexity of the cases.
Lehman
As is widely known, 2008 witnessed periods of considerable instability in financial markets
involving all major markets, particularly those in the United States.
Several companies in the Lehman Brothers Group were put into receivership in the countries in
which they operated. Specifically, in the U.S., Lehman Brothers Holdings Inc., among others,
was put into receivership, while in the Netherlands, Lehman Brothers Treasury Co. BV was put
into receivership.
As a result, between the end of 2008 and September 30, 2009, a certain number of complaints
were received concerning transactions involving financial instruments issued by Lehman Group
companies or related to them. A careful review of these complaints is being conducted by the
companies that received them. The number of pending cases as at September 30, 2009 is
essentially negligible.
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Madoff
In December 2008, Bernard L. Madoff, former chairman of the NASDAQ and owner of
Bernard L. Madoff Investment Securities LLC (“BMIS”), an investment company registered
with the Securities Exchange Commission (the “SEC”) and the Financial Industry
Regulatory Authority (“FINRA”), was arrested on charges of securities fraud for what has
been described by U.S. authorities as a Ponzi scheme. In the same month, a bankruptcy
administrator (the "SIPA Trustee”) for the BMIS liquidation was appointed in accordance with
the U.S. Securities Investor Protection Act of 1970. In March 2009, Bernard L. Madoff was
found guilty of several crimes, including securities fraud, investment adviser fraud, and
providing false information to the SEC: In June 2009, Bernard L. Madoff was sentenced to 150
years in prison.
Following Bernard L. Madoff’s fraud conviction, several criminal and civil suits were filed in
various countries against financial institutions and investment advisers by, or on behalf of,
investors, intermediaries acting as brokers for investors and public entities in relation to losses
incurred. The Issuer, some of its subsidiaries, and some of its employees or former employees
were subpoenaed, or may be subpoenaed in the future, in the proceedings and/or investigations
of the Madoff case in various countries, including the United States, Austria, and Chile.
As at the date of Bernard L. Madoff’s arrest, the Alternative Investments division of Pioneer, a
subsidiary of the Issuer (“PAI”), acted as investment manager and/or investment adviser for
some funds that had invested in other funds with accounts at BMIS. Specifically, PAI acted as
investment manager and/or investment adviser for the Primeo funds and AllWeather funds. PAI
acted as the investment adviser for the Primeo funds in April 2007, after having been sold to
BA Worldwide Fund Management (“BAWFM”), an indirect subsidiary of BA. The Primeo and
AllWeather invested in other funds, which held accounts managed by BMIS. Certain
documents prepared by these funds showed assets managed by the Issuer's subsidiaries on
behalf of fund administrators of €805 million in November 2008. Based on these documents,
the amount includes invested capital and proceeds from the investment. Given Bernard L.
Madoff’s admission of guilt and the facts that emerged following the fraud committed by
BMIS, it is clear that the amounts indicated in the aforementioned documents do not accurately
reflect the investments made and the proceeds from these investments. As a result, the above
amounts should not be considered indicative of the amount of losses incurred by final investors
of the funds involved.
Speculative funds established under Italian law and managed by PAI do not have any exposure
to funds that invested in accounts managed by BMIS.
HVB issued various tranches of debt securities whose potential yield was calculated based on
the yield of a hypothetical structured investment (synthetic investment) in the Primeo funds.
The notional value of the debt securities issued in reference to Primeo funds was €27 million.
As at the Date of the Prospectus, some legal proceedings were brought in Germany regarding
debt securities issued by HVB and connected to Primeo funds, citing HVB as the defendant.
BAWFM, a subsidiary of BA, acted as investment adviser for Primeo funds beginning in April
2007. Some BA customers purchased shares in Primeo funds that were held by BA.
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The Issuer and its BA and PAI subsidiaries were named as part of the 50 defendants in three
putative class actions suits filed with the United States District Court for the Southern District
of New York, in which the petitioners claim to represent the investors of three funds in which
assets were invested in BMIS, directly or indirectly. The defendants were accused of having
omitted pertinent information from, or including false information in, prospectuses and related
appendices used for the securities offer. The petitioners of the class action allege that the
investors were misled, for example, as to the lack of diversification of the investments, on the
fact that the funds were invested in BMIS and on the level of due diligence performed by the
defendants. Furthermore, the petitioners allege that the defendants did not give adequate
attention to "red flags" that were identified and would have made them aware of Bernard L.
Madoff’s fraud. The three class actions claim compensation for damages with related interest,
reimbursement of expenses, costs, legal consultancy fees and the recognition of
equitable/injunctive relief. One of the class actions specifically seeks a sentence finding the
defendants liable for an amount equivalent to the amount of the initial investments of the
collective parties together with interest and proceeds that the parties would have received if
their money had been invested wisely. This suit also specifically requests compensation for
punitive damages and that the Court prohibits the defendants from using assets of the funds to
defend themselves or to indemnify themselves.
Proceedings were initiated in Austria related to Bernard L. Madoff’s fraud in which BA and
BANKPRIVAT AG (a former subsidiary of BA, with which it merged on October 28, 2009),
among others, were named as defendants. The parties invested in funds that, in turn, invested
directly or indirectly in BMIS. BA is also the subject of proceedings in Austria following the
complaint filed by the Supervisory Authority for Austrian financial markets with the Austrian
Attorney's Office and complaints filed to said Attorney's Office by private parties that invested
in funds which, in turn, invested directly or indirectly in BMIS. The parties that filed said
complaints maintain that BA violated the terms of the Austrian Consolidated Investment Act
that governs the role of BA as “auditor of the prospectus” of Primeo funds.
Several subsidiaries of the Issuer have received orders and requests to produce information and
documents from the SEC, the U.S. Department of Justice and the SIPA Trustee in the United
States, the Austrian Supervisory Authority for financial markets, the Irish Supervisory
Authority for financial markets and BaFin in Germany related to their respective investigations
into Bernard L. Madoff’s fraud. The companies that received said orders and requests are
cooperating.
In addition to proceedings stemming from the Madoff case against the Issuer, its subsidiaries
and some of their respective employees and former employees, additional actions have been
threatened and may be filed in the future in said countries or in other countries by private
investors or local authorities. The pending or future actions may have negative consequences
for the Company, both individually and as a whole.
As at the Date of the Prospectus, all pending actions were in the initial phases. The Issuer and
its subsidiaries involved intend to defend themselves against the charges regarding the Madoff
case by any method available to them. As at the Date of the Prospectus, it is not possible to
reliably estimate the timing and results of the various actions, nor determine the level of
responsibility, if any responsibility exists. In compliance with international accounting
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standards, no provisions were made for specific risks associated with Madoff disputes as at the
Date of the Prospectus.
Medienfonds
Various investors in VIP Medienfonds 4 Gmbh & Co. KG (“Medienfonds”) brought legal
proceedings against the subsidiary HVB. The investors in the Medienfonds fund initially
enjoyed certain tax benefits which were later prohibited by the tax authorities. The UniCredit
Group did not sell shares in the Medienfonds fund, but granted loans for the investment in said
fund, to all investors (for a part of the amount invested), by assuming specific repayment
obligations in respect of said fund of which some film distributors are holders. The actors argue
that HVB was aware that the structure of the fund increased the tax risk associated with the
investment, particularly in relation to the possible loss of tax benefits and that it would be
responsible, together other parties, for presumed errors in the prospectus used to market the
fund. The courts of first instance passed various sentences, also unfavourable, on UniCredit,
but none of these decisions have yet become final. The District High Court of Munich is
dealing with the issue relating to prospectus liability through a specific procedure pursuant to
the Capital Markets Test Case Act (Kapitalanleger-Musterverfahrensgesetz) including that of
HVB. HVB and another German bank involved in said proceedings have proposed a
settlement. HVB has moved to make provisions which are, at present, deemed to be congruous.
Proceedings relating to the appeal against the shareholders’ resolutions of Bank Pekao
Some minority shareholders (individuals) of Bank Pekao have appealed, in the last three years,
against some of the resolutions adopted by the shareholders’ meeting of Bank Pekao. In this
period of time, these shareholders have submitted a series of petitons for the withdrawal and
cancellation of various shareholders’ meeting resolutions. Some of these proceedings have
already been concluded and the claims of these minority shareholders rejected whilst others are
still pending. In particular, the minority shareholders have appealed the shareholders’ meeting
resolutions relating to the approval of the financial statements for the 2006, 2007 and 2008
financial years, as well as the resolution of approval of the separation of part of the assets of
BPH to Bank Pekao. Considering the conduct of these minority shareholders, further
proceedings connected to the appeal of the resolutions cannot be excluded.
CODACONS Class action
With a petition served on January 5, 2010, CODACONS (Co-oordination of the associations
for the defence of the environment and the protection of consumer rights), in the interest of one
of its applicants, submitted a class action to the Court of Rome against UniCredit Banca di
Roma pursuant to article 140-bis of the Consumer Code (Legislative Decree no. 206 dated
September 6, 2005). This action, which was brought for an amount of €1,250 (plus
unquantified non-material damages), is based on the allegations of AGCM, according to which
Italian banks would have paid for the abolition of maximum overdraft commission introducing
new and more costly commissions for users. In compliance with the procedure regulated by
Legislative Decree no. 206 dated September 6, 2005, the applicant asked the Court of Rome to
allow the action specifying the criteria based on which the parties which intend to adhere are
included in the class action and setting fixed terms of not more than 120 days within which the
adhesion contracts must be deposited in the court registry. If the Court considers the collective
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action admissable, the sum requested could increase in an exponential way in relation to the
number of adesions of current account holders of UniCredit Banca di Roma who considered
themselves injured by the bank’s behaviour.
According to a statement issued by CODACONS, the sum which could be requested from
UniCredit by the current account holders within the context of this action could be €1 billion.
Based on the petition served, the Company – which considers that it acted in compliance with
regulations – does not possess the necessary elements to assess the quantification of the
amount mentioned in the statement.
20.9. Tax proceedings
Investigations regarding cross-border transactions
Based on some press reports, the Milan Public Prosecutor’s Office, with the cooperation of the
Finance Police, began conducting an investigation in May 2009 regarding the possible tax and
legal implications of certain financial transactions executed by the Italian companies of
UniCredit Group. As at the Date of the Prospectus, the investigation may be against unknown
parties, as far as the Issuer is aware.
The aforementioned financial transactions are investments made as part of the Group’s liquidity
management, carried out primarily through repurchase agreements with other major
international banks.
Although the Issuer maintains that the transactions were conducted properly, said investigations
may turn into complaints by the Authorities and the proceedings may have detrimental effects
for the UniCredit Group companies involved.
Dispute with the Italian Tax Authority
As at the Date of the Prospectus, three tax cases are pending with the Palermo Regional Tax
Commission regarding: (i) objection by Palermo Inland Revenue to a credit for an amount of
€25.6 million for income tax of legal persons (IRPEG) resulting from the 1984 annual revenue
declaration of Cassa Centrale di Risparmio V.E. per le Province Siciliane (now Banco di
Sicilia); (ii) objection to a credit in the amount of €21.1 million for income tax of legal persons
(IRPEG) resulting from the 1984 annual revenue declaration of Banco di Sicilia; and (iii)
objection to a credit in the amount of €24.3 million for income tax of legal persons (IRPEG)
resulting from the 1985 annual revenue declaration of Banco di Sicilia. The total value of the
challenges, including interest accrued and recognised, is €165 million.
The Palermo Regional Tax Commission rejected the claims filed by Banco di Sicilia in its
decision of June 12, 2007. Banco di Sicilia has filed an appeal. Two of the hearings are set for
November 2009 while a third hearing will take place on January 22, 2010.
The Company does not have knowledge of the filing date of the rulings by the Provincial Tax
Commission of Palermo and it is, therefore, possible that it may occur over the course of the
Offer.
No provisions were made in relation to these proceedings.
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Investigations by the Polish Tax Authorities
In 2009, the Warsaw Office for Tax Control launched some tax proceedings against Bank
Pekao in order to ascertain the correctness of the declared taxable base, of calculations and the
of relative payment of corporation tax for 2004. The proceeding is expected to be completed by
February 26, 2010. No provisions have been recorded.
20.10. Proceedings related to Supervisory Authorities’ measures
UniCredit Group is subject to specific regulation and supervision by Banca d’Italia, CONSOB,
the European Central Bank, and the European System of Central Banks as well as other local
Supervisory Authorities. As such, UniCredit Group is subject to normal supervisory activities
by the competent authorities, some of which resulted in investigations and objections to
presumed irregularities that are underway as at the Date of the Prospectus. For the proceedings
underway, the Group has begun demonstrating the correctness of its operations and maintains
that these objections will not have any relevant detrimental effects for UniCredit Group
business.
Specifically, over the last six years, some Group companies, including the Issuer, were subject
to reviews carried out by CONSOB in relation to transactions related to Cirio bonds, and to
those issued by the Argentine Government as well as transactions in derivative financial
instruments. Based on the results of these reviews and reports, CONSOB opened sanction
proceedings against corporate officers of the banks involved, some of which are still underway,
for the alleged failure to comply with regulations and internal procedures regarding investment
services. Although the Group is working to demonstrate the regularity of the companies’
actions, as well as those of the corporate officers involved, in some cases these proceedings led
to preliminary administrative pecuniary sanctions being imposed against said officers, some of
which held positions in UniCredit 36 , as well as the banks involved, for joint liability. Moreover,
in 2008, a Group company was subject to CONSOB comments related to its role as the placer
and sponsor for transactions for raising funds and share listing for an Italian company. Despite
these findings, the Group responded defending the correctness of its actions and asserting that it
was not involved in the charges made. However, the proceedings resulted in a preliminary
administrative pecuniary sanction against the Company employee. As at the Date of the
Prospectus, the proceeding is still pending.
Since 2007, Banca d’Italia has carried out inquiries in the following areas, as part of its
aforementioned normal supervisory activities: derivatives transactions; internal audit
department structure; management of the mortgage department for retail customers; liquidity
management, in coordination with the Supervisory Authorities of Austria (OeNB) and
Germany (Bafin), business continuity and anti money-laundering.
Following the aforementioned inquiries, the Group immediately began to undertake the
necessary corrective measures that would allow said objections to be overcome.
36 These officers are: Alessandro Profumo for a total amount of €96,900; Aldo Milanese for a total amount of
€28,600; Roberto Nicastro for a total amount of €38,000; Vincenzo Nicastro for an amount of €16,200;
Fabrizio Palenzona for an amount of €12300; Piero Gnudi for an amount of €16,200; and Carlo Pesenti for
an amount of €22,900 (said sanction was imposed against Mr. Pesenti at the time when he was director of
the BoD of a bank not belonging to the Group).
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As at the Date of the Prospectus, several investigations on the Issuer and other Group
companies are in progress. Specifically, in the light of the materiality of the subsidiary, it is
worth mentioning the investigation relating to UniCredit Corporate Banking (the Group's bank
responsible for corporate customer business) which aims to assess qualitative-quantitative
credit risk performance in the corporate segment.
Furthermore, based on inquiries by the Antitrust Authority, in August 2008 some UniCredit
Group companies were sanctioned for having presumed improper business practices regarding
the portability of mortgages. The Group companies appealed these sanctions with the Lazio
Regional Administrative Court which granted the appeal and withdrew the sanctions. The
Antitrust Authority filed an appeal to the Council of State, which is still pending as at the Date
of the Prospectus.
Subsequently, based on inquiries conducted by the Antitrust Authority, a Group company was
sanctioned in December 2008 for having presumed agreements which were prejudicial to
competition, occurring in 1996, related to the management of INAIL funds. The company filed
an appeal against the sanction. As at the Date of the Prospectus, the proceeding is still pending.
In July 2009, the Antitrust Authority began an investigation to determine if UniCredit, along
with other major Italian banking institutions, colluded to implement agreements that would
restrict competition in the card payment area. As at the Date of the Prospectus, no
determination has been made by Antitrust Authority and the investigation is still underway.
Also in July 2009, the Antitrust Authority opened an investigation against a Group company
related to presumed improper business practices regarding disclosure to customers regarding
the nature and method of calculating maximum overdraft charges on current accounts, among
other issues. This investigation followed a proceeding completed in January 2009 without
verification of the infraction and following some commitments assumed by said company, as
provided for in the governing regulation. The investigation was reopened due to the changed
legislative context for maximum overdraft charges, following Decree Law No. 185 of
November 29, 2008, converted into Law no. 2 of January 28, 2009. As at December 29, 2009,
the Antitrust Authority closed the investigative proceeding, issuing only a general finding on
the analysis of the economic effects of the new commission structure introduced as a
replacement of the maximum overdraft charges. For information on the class action submitted
by CODACONS, in the interest of one of its applicants, see the preceding paragraph
20.8.Lastly, in December 2009 the Antitrust Authority initiated proceedings against a Group
company relating to alleged incorrect commercial practices referring to the application of
regulations concerning the simplified cancellation of mortgage. The Antitrust Authority also
formulated a request for information to the company. The proceedings, which are in the initial
phase, are pending at the Date of the Prospectus.
*****
During the first six months of 2009, BaFin carried out several inspections at HVB offices in
Munich, London, Milan and New York related to the adequacy of liquidity management and
the validity of internal risk management processes that revealed, in some aspects, a violation of
procedures related to determining market risk.
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In addition, BiFin conducted an inspection in HVB's Markets & Investment Banking business,
focusing on the validity of market data, the adequacy of valuation models and the limitation of
market risk, among other things. As a result of this review, BaFin formulated its comments on
data processing and monitoring procedures related to risk exposition models. As at the Date of
the Prospectus, HVB is already adopting the necessary measures to remedy these comments.
*****
As part of its business, Bank Pekao is subject to standard supervisory activities: inspections,
reviews, and investigations or inquiry proceedings by various regulatory authorities,
specifically including, (i) PFSA; (ii) the supervisory authority for market competition
(“UOKiK”), regarding antitrust issues and consumer rights; (iii) the supervisory authority for
personal data protection, regarding collecting, processing, managing and protecting personal
data; and (iv) the competent authorities for preventing money laundering and the financing of
terrorist activities.
The PFSA regularly carries out reviews on all activities carried out by the bank as well as its
financial situation.
The most recent general review was carried out in 2008, for which PFSA formulated some
comments in reference to transactions and the internal organisation of the bank, including
liquidity and credit risk management, supervision of management processes, IT infrastructure,
as well as comments in reference to compliance with Polish banking law, the Polish
Consolidated Accounting Act and internal statutes and regulations. The PFSA developed
specific recommendations for Bank Pekao, but no fines were imposed. As a result, the bank
developed an implementation plan for the recommendations, providing periodic updates to
PFSA. Most of the recommendations have already been implemented.
Between 2007 and 2009, the PFSA conducted regulatory reviews on specific issues.
Specifically, the following reviews were carried out:
• inspections of Bank Pekao activities related to the custody of assets of certain open
pension funds and employer pension funds;
• a review of Bank Pekao regarding compliance with regulations regarding money
laundering and the financing of terrorist activities;
• a review of the activities performed by the brokerage house of Bank Pekao. Following
these reviews, the PFSA formulated certain recommendations which Bank Pekao
implemented.
In the last three years, other regulatory proceedings have been initiated, including:
• antitrust proceedings against the operators of the Visa and Europay systems and the
Polish banks that were issuing Visa and Mastercard credit cards in relation to the use of
alleged improper anti-competitive practices that influenced the Polish payment card
market. The UOKiK has determined these practices to be contrary to free market
principles and forced the bank to terminate said practices by imposing sanctions. The
sanctions imposed on Bank Pekao were Zloty 16.6 million (or €4 million), against
which the bank has filed an appeal. On November 12, 2008, the Antitrust Court
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withdrew UOKiK’s sentence. The latter then filed a counter-appeal against the
Antitrust Court’s decision, the proceedings for which are still pending as at the Date of
the Prospectus.
• an investigation undertaken by the UOKiK related to compliance with the use of
models of loan contracts stipulated by Bank Pekao. The investigation is still pending;
*****
BA is subject to regulation provided by the Austrian Consolidated Banking Act
(Bankwesengesetz) as well as the oversight of Austrian Supervisory Authorities for financial
markets (“FMA”) and the Austrian Central Bank (Oesterreichische Nationalbank – “OeNB”).
In reference to the use of internal models to calculate the values of exposure in some
transactions as well as the minimum capital requirements applicable to the trading portfolio,
FMA and OeNB formulated some comments related to the efficacy of internal process for
managing counterparty and market risk.
As regards market risk, OeNB and FMA carried out a review of UniCredit CAIB AG, focusing
on the validity of market data, the adequacy of valuation models and restrictions and market
risk. UniCredit CAIB AG’s internal model was approved by FMA on October 8, 2008;
nevertheless, FMA made comments regarding the necessary procedures for data processing
and monitoring and the definition of models for risk exposure and requested that certain
measures in the comments be adopted.
As at the Date of the Prospectus, BA is already adopting the necessary measures to remedy the
comments.
OeNB and FMA carried out a review of the liquidity risk management of BA from February to
May 2009 as part of the joint review process of the regulatory authorities regarding the
UniCredit Group. The report issued with reference to the UniCredit Group (including BA)
showed some insufficiencies in liquidity risk management procedures and policies.
20.11. Significant changes in the Issuer’s financial or business situation
With the exception of the information in the First Section, Chapter 9, there were no significant
changes in the Issuer’s financial or business situation as at the Date of the Prospectus.
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21. ADDITIONAL INFORMATION
21.1. Equity share capital
21.1.1. Equity share capital issued
As at the Date of the Prospectus, the Issuer’s share capital, entirely subscribed and
paid-in, is €8,389,869,514.00, divided into (i) 16,755,500,045 ordinary shares with a
notional value of €0.50 each and (ii) 24,238,983 savings shares with a notional value
of €0.50 each.
Over the last three financial years, the only issue of share capital subscribed by
transfer in kind for more than 10% of the pre-existing share capital was approved on
July 30, 20076 by the UniCredit Extraordinary Shareholders’ Meeting by splitting
shares for a maximum notional value of €1,453,547,088 for the Capitalia merger,
through the issue of a maximum of 2,947,094,176 ordinary shares of a notional value
of €0.50 each, to be offered as a share swap for ordinary Capitalia shares in circulation
as at the effective merger date (October 1, 2007).
On April 30, 2009, the Shareholders’ Meeting resolved to allocate profit to
shareholders by attributing newly issued UniCredit shares (scrip dividends) deriving
from a free capital increase for a total nominal amount of €1,218,815,136.50 by using
the corresponding reserve and subsequent issue of 2,435,097,842 ordinary shares and
2,532,431 savings shares of a nominal value of €0.50 each. Specifically, the
Shareholders’ Meeting resolved to assign 29 new ordinary shares for every 159
ordinary shares owned and 7 new savings shares for every 60 savings shares owned,
made available to shareholders on May 21, 2008 (listing from May 18, 2009.
21.1.2. Shares not representative of capital
There are no shares in existence that do not represent share capital.
21.1.3. Treasury shares
As at the Date of the Prospectus, the Issuer holds 476,000 treasury shares.
21.1.4. Amount of convertible or exchangeable bonds, or bonds with warrants
As at the Date of the Prospectus, there are no convertible or exchangeable bonds, or
bonds with warrants.
21.1.5. Information on any rights and/or obligations to purchase the Company’s equity
authorised but not issued or commitments for capital increase
The Board of Directors, exercising the power granted to it by the Extraordinary
Shareholders’ Meeting of May 2, 2000 and the Extraordinary Shareholders’ Meeting
of May 5, 2001, in accordance with Article 2443 of the Italian Civil Code, resolved on
May 23, 2000 an increase of share capital up to a maximum notional value of
€9,317,500, corresponding to a maximum number of 18,635,000 ordinary shares of
notional value €0.50 each and on March 28, 2001 an increase in share capital up to a
maximum notional value of €15.682,500, corresponding to a maximum number of
31,365,000 ordinary shares of notional value €0.50 each, in service of the exercise of a
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corresponding number of subscription rights reserved for the executive staff of
UniCredit and the Group companies identified by the Board of Directors, as part of the
“Growth in Group Value – Global Action Plan”, resolved by said Board. Of the rights
issued with the resolution of May 23, 2000, 10,059,765 rights were exercised against
which a total of 10,059,765 ordinary shares were subscribed and issued; of the rights
issued with the resolution of March 28, 2001, 13,407,080 rights were exercised against
which a total of 13,407,080 ordinary shares were subscribed and issued.
On July 25, 2002, the Board of Directors, exercising the power granted to it by the
Extraordinary Shareholders’ Meeting of May 6, 2002, in accordance with Article 2443
of the Italian Civil Code, resolved an increase of share capital up to a maximum
notional value of €17,500,000, corresponding to a maximum number of 35,000,000
ordinary shares of notional value €0.50 each, in service of the exercise of a
corresponding number of subscription rights reserved for the executive staff of
UniCredit and the Group companies identified by the Board of Directors, as part of the
“Stock Option Plan”, resolved by said Board on March 11, 2002. Of the rights issued
19,317,852 rights were exercised against which a total of 19,317,852 ordinary shares
were subscribed and issued.
The Extraordinary Shareholders’ Meeting of May 6, 2002 resolved an increase of
share capital, excluding option rights, in accordance with Article 2441, eighth
paragraph, of the Italian Civil Code, for a maximum notional value of €2,516,676,
corresponding to a maximum of 5,033,352 ordinary shares with a notional value of
€0.50 each, in service of 585,899 “Unicredito Italiano S.p.A. subscription rights
2001—2010- Former Rolo Banca 1473 S.p.A. subscription rights 2001 - 2005” and
738,667 “Unicredito Italiano S.p.A. subscription rights 2002—2010- Former Rolo
Banca 1473 S.p.A. subscription rights 2002 - 2005” and “Rolo Banca 1473 S.p.A.
subscription rights 2001 – 2005”, which had been granted to executive staff of Rolo
Banca 1473 S.p.A. as part of the “Stock Option Plan for Top Management” adopted
by said company’s Board of Directors. Of the “2001-2010” rights, 413,566 rights were
exercised against which a total of 1,571,549 ordinary shares were subscribed and
issued; of the “2002-2010” rights, 571,067 rights were exercised against which a total
of 2,170,053 ordinary shares were subscribed and issued.
The Board of Directors, partially exercising the power granted to it by the
Extraordinary Shareholders’ Meeting of May 4, 2004, in accordance with Article 2443
of the Italian Civil Code, resolved: (i) on July 22, 2004, an increase of share capital up
to a maximum notional value of €7,284,350, corresponding to a maximum number of
14,568,700 ordinary shares of notional value €0.50 each; (ii) on November 18, 2005,
an increase of share capital up to a maximum notional value of €20,815,000,
corresponding to a maximum number of 41,630,000 ordinary shares of notional value
€0.50 each; and (iii) on December 15, 2005, an increase of share capital up to a
maximum notional value of €750,000, corresponding to a maximum number of
1,500,000 ordinary shares of notional value €0.50 each, in service of the exercise of a
corresponding number of subscription rights reserved for the executive staff of
UniCredit and Group companies which are particularly relevant for achieving the
Group’s objectives.
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The Board of Directors resolved: i) on June 13, 2006, an increase of share capital up to
a maximum notional value of €14,602,350, corresponding to a maximum number of
29,204,700 ordinary shares of notional value €0.50 each; (ii) on July 1, 2006, an
increase of share capital up to a maximum notional value of €45,150, corresponding to
a maximum number of 90,300 ordinary shares of notional value €0.50 each, in service
of the exercise of a corresponding number of subscription rights reserved for the
executive staff of UniCredit and Group companies which are particularly relevant for
achieving the Group’s objectives. These resolutions were made by the Board of
Directors in partial exercise of the power granted to it by the Extraordinary
Shareholders’ Meeting of May 12, 2006, in accordance with Article 2443 of the Italian
Civil Code, to resolve - one or more times, over a period of one year after the
Shareholders' Meeting resolution of May 12, 2006 - an increase of share capital,
excluding option rights, in accordance with Article 2441, eighth paragraph, of the
Italian Civil Code, in service of the rights that the Board of Directors will issue to
subscribed for a maximum of 42,000,000 ordinary shares, corresponding to a
maximum notional value of €21,000,000, to be reserved for executive staff of
UniCredit and Group companies that play a significant role in the achievement of
Group objectives.
On June 12, 2007, the Board of Directors resolved an increase of share capital for a
maximum notional value of €14,904,711.50, corresponding to a maximum number of
29,809,423 ordinary shares of notional value €0.50 each in service of the exercise of a
corresponding number of subscription rights reserved for executive staff of UniCredit
and Group companies that play a significant role in the achievement of Group
objectives These resolutions were made by the Board of Directors in partial exercise
of the power granted to it by the Extraordinary Shareholders’ Meeting of May 10,
2007, in accordance with Article 2443 of the Italian Civil Code, to resolve - one or
more times, over a period of one year after the shareholders' meeting resolution - an
increase of share capital, in accordance with Article 2441, first, second and third
paragraph of the Italian Civil Code, for a maximum notional value of €525,000,000,
corresponding to a maximum of 1,050,000,000 ordinary shares, with a notional value
of €0.50 each, to be used in service of any acquisition transactions by UniCredit.
On June 25, 2008, the Board of Directors resolved an increase of share capital for a
maximum notional value of €39,097,923, corresponding to a maximum number of
78,195,846 ordinary shares of notional value €0.50 each in service of the exercise of a
corresponding number of subscription rights reserved for executive staff of UniCredit
and Group companies that play a significant role in the achievement of Group
objectives. These resolutions were made by the Board of Directors in partial exercise
of the power granted to it by the Extraordinary Shareholders’ Meeting of May 8, 2008,
in accordance with Article 2443 of the Italian Civil Code, to resolve - one or more
times, over a period of one year after the shareholders' meeting resolution - an increase
of share capital, excluding option rights, in accordance with Article 2441, eighth
paragraph, of the Italian Civil Code, in service of the rights that the Board of Directors
will issue to subscribe a maximum of 122,180,500 ordinary shares, corresponding to a
maximum notional value of €61,090,250, to be reserved for executive staff of
UniCredit and Group companies that play a significant role in the achievement of
Group objectives.
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The Extraordinary Shareholders’ Meeting of July 30, 2007 resolved an increase in
share capital, excluding option rights, in accordance with Article 2441, eighth
paragraph, of the Italian Civil Code:
- for a maximum notional value of €9,060,380.00, corresponding to a maximum of
18,120,760 ordinary shares with a notional value of €0.50 each, in service of
16,179,250 “Unicredito Italiano S.p.A. subscription rights 2007—2011- Former
Capitalia 2005 Warrants” assigned as a substitute for an equal number of Capitalia
Warrants issued under the "2005 Stock incentive plan for Capitalia Group
employees” which had been freely assigned to Capitalia Group employees in
compliance with the resolution by Capitalia’s Extraordinary Shareholders’
Meeting of April 4, 2005. These rights were exercisable at a price of €4.1599 each
and include the right to subscribe to 1.12 ordinary shares each of the company
within and not beyond December 31, 2011, in accordance with the relevant
regulation approved by said Extraordinary Shareholders’ Meeting. Of the rights
issued, 535,000 rights were exercised, against which a total of 599,200 ordinary
shares were subscribed and issued;
- for a maximum notional value of €3,839,922.00, corresponding to a maximum of
7,679,844 ordinary shares with a notional value of €0.50 each, in service of
6,857,004 “Unicredito Italiano S.p.A. subscription rights 2007—2011- Former
FinecoGroup 2005 Warrants” assigned as a substitute for an equal number of
warrants which had been freely assigned to FinecoGroup employees and the
FinecoBank sales team network, in compliance with the resolution by Capitalia’s
Extraordinary Shareholders’ Meeting of November 28, 2005. These rights were
exercisable at a price of €3.9348 each and include the right to subscribe to 1.12
ordinary shares each of the company within and not beyond December 31, 2011,
in accordance with the relevant regulation approved by said Extraordinary
Shareholders’ Meeting. Of the rights issued, 473,084 rights were exercised,
against which a total of 529,842 ordinary shares were subscribed and issued;
The Board of Directors has the power, in accordance with Article 2443 of the Italian
Civil Code, to resolve - one or more times and for a maximum period of five years
from the Shareholders’ Meeting resolution of May 12, 2006 - a scrip issue, in
accordance with Article 2349 of the Italian Civil Code, for a maximum notional value
of €6,500,000 corresponding to a maximum of 13,000,000 ordinary shares of a
notional value of €0.50 each, to be assigned to employees of UniCredit and Group
companies. This scrip issue should make use of the special reserve “Reserve for the
medium-term incentive system for Group employees” created, and adjusted annually,
based on the various methods described in the applicable legislation.
The Board of Directors has the power, in accordance with Article 2443 of the Italian
Civil Code, to resolve - one or more times and for a maximum period of five years
from the Shareholders’ Meeting resolution of May 10, 2007 - a scrip issue, in
accordance with Article 2349 of the Italian Civil Code, for a maximum notional value
of €5,500,000 corresponding to a maximum of 11,000,000 ordinary shares of a
notional value of €0.50 each, to be assigned to employees of UniCredit and Group
companies. This scrip issue should make use of the special reserve “Reserve for the
- 368 -

medium-term incentive system for Group employees” created, and adjusted annually,
based on the various methods described in the applicable legislation.
The Board of Directors has the power, in accordance with Article 2443 of the Italian
Civil Code, to resolve - one or more times and for a maximum period of five years
from the Shareholders’ Meeting resolution of May 8, 2008 - a scrip issue, in
accordance with Article 2349 of the Italian Civil Code, for a maximum notional value
of €12,439,750 corresponding to a maximum of 24,879,500 ordinary shares of a
notional value of €0.50 each, to be assigned to employees of UniCredit and Group
companies. This scrip issue should make use of the special reserve “Reserve for the
medium-term incentive system for Group employees” created, and adjusted annually,
based on the various methods described in the applicable legislation.
The issue of shares described in this Prospectus follows the decision by the
Extraordinary Shareholders’ Meeting of November 16, 2009, which resolved a paid
increase in share capital for a notional maximum value of €4,000,000,000 to be
executed by June 30, 2010, including through share splitting, by issuing a maximum
of 8,000,000,000 ordinary shares of a notional value of €0.50 each to be offered under
option to of ordinary shareholders and savings shareholders of UniCredit in
accordance with Article 2441, first, second and third paragraph of the Italian Civil
Code.
21.1.6. Information regarding Group members’ capital offered under option
As at the Date of the Prospectus, the Issuer is not aware of transactions regarding
capital offered under option or that has been decided to offer under option,
conditionally or unconditionally, by relevant Group companies.
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21.1.7. Description of the trend in equity share capital
The following table illustrates the trend in the Issuer’s share capital in the last three financial years.
Date Share capital Total shares Ordinary shares Savings
Notes Shares issued Notional value
(in €)
shares
(in €)
June 30, 2009 8,389,869,514.00 16,779,739,028 16,755,500,045 24,238,983 Capital increase resolved by the
BoD on June 23, 2009
1,308,455 654,227.5
May 18, 2009 8,389,215,286.50 16,778,430,573 16,754,191,590 24,238,983 Capital increase resolved by the 2,435,097,842 1,217,548,921
Shareholders’ Meeting on April 29, ordinary
ordinary
2009
2,532,431 1,266,215.50
savings
savings
February 23, 2009 7,170,400,150.00 14,340,800,300 14,319,093,748 21,706,552 Capital increase resolved by the
Shareholders’ Meeting on
November 14, 2008 (unopted
subscription)
967,578,184 483,789,092
January 23, 2009 6,686,611,058.00 13,373,222,116 13,351,515,564 21,706,552 Capital increase resolved by the
Shareholders’ Meeting on
November 14, 2008 (after the offer
period)
4,647,192 2,323,596
October 3, 2008 6,684,287,462.00 13,368,574,924 13,346,868,372 21,706,552 Exercise of subscription rights 380,240 190,120.00
10.03.2008
October 2, 2008 6,684,097,342.00 13,368,194,684 13,346,488,132 21,706,552 Exercise of subscription rights 481,040 240,520.00
10.02.2008
October 1, 2008 6,683,856,822.00 13,367,713,644 13,346,007,092 21,706,552 Exercise of subscription rights 103,600 51,800.00
10.01.2008
September 30, 2008 6,683,805,022.00 13,367,610,044 13,345,903,492 21,706,552 Exercise of subscription rights 235,200 117,600.00
09.30.2008
September 25, 2008 6,683,687,422.00 13,367,374,844 13,345,668,292 21,706,552 Exercise of subscription rights 161,840 80,920.00
09.25.2008
September 24, 2008 6,683,606.502.00 13,367,213,004 13,345,506,452 21,706,552 Exercise of subscription rights 234,080 117,040.00
09.24.2008
September 23, 2008 6,683,489,462.00 13,366,978,924 13,345,272,372 21,706,552 Exercise of subscription rights 16,800 8,400.00
09.23.2008
September 19, 2008 6,683,481,062.00 13,366,962,124 13,345,255,572 21,706,552 Exercise of subscription rights 53,200 26,600.00
09.19.2008
September 18, 2008 6,683,454,462.00 13,366,908,924 13,345,202,372 21,706,552 Exercise of subscription rights 33,600 16,800.00
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09.18.2008
September 16, 2008 6,683,437,662.00 13,366,875,324 13,345,168,772 21,706,552 Exercise of subscription rights
09.16.2008
September 12, 2008 6,683,430,662.00 13,366,861,324 13,345,154,772 21,706,552 Exercise of subscription rights
09.12.2008
September 8, 2008 6,683,413,862.00 13,366,827,724 13,345,121,172 21,706,552 Exercise of subscription rights
09.08.2008
August 20, 2008 6,683,371,862.00 13,366,743,724 13,345,037,172 21,706,552 Exercise of subscription rights
08.20.2008
August 6, 2008 6,683,371,162.00 13,366,742,324 13,345,035,772 21,706,552 Exercise of subscription rights
08.06.2008
August 1, 2008 6,683,368,828.50 13,366,737,657 13,345,031,105 21,706,552 Exercise of subscription rights
08.01.2008
July 28, 2008 6,683,361,828.50 13,366,723,657 13,345,017,105 21,706,552 Exercise of subscription rights
07.28.2008
July 21, 2008 6,683,354,828.50 13,366,709,657 13,345,003,105 21,706,552 Exercise of subscription rights
07.21.2008
June 27, 2008 6,683,346,428.50 13,366,692,857 13,344,986,305 21,706,552 Exercise of subscription rights
06.27.2008
June 26, 2008 6,683,343,908.50 13,366,687,817 13,344,981,265 21,706,552 Exercise of subscription rights
06.26.2008
June 16, 2008 6,683,283,148.50 13,366,566,297 13,344,859,745 21,706,552 Exercise of subscription rights
06.16.2008
June 27, 2008 6,683,280,348.50 13,366,560,697 13,344,854,145 21,706,552 Exercise of subscription rights
06.27.2008
June 10, 2008 6,683,277,828.50 13,366,555,657 13,344,849,105 21,706,552 Exercise of subscription rights
06.10.2008
June 9, 2008 6,683,238,628.50 13,366,477,257 13,344,770,705 21,706,552 Exercise of subscription rights
06.09.2008
June 6, 2008 6,683,230,042.50 13,366,460,085 13,344,753,533 21,706,552 Exercise of subscription rights
06.06.2008
June 4, 2008 6,683,216,089.00 13,366,432,178 13,344,725,626 21,706,552 Exercise of subscription rights
06.04.2008
June 3, 2008 6,683,206,289.00 13,366,412,578 13,344,706,026 21,706,552 Exercise of subscription rights
06.03.2008
June 2, 2008 6,683,174,790.50 13,366,349,581 13,344,643,029 21,706,552 Exercise of subscription rights
06.02.2008
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14,000 7.000.00
33,600 16,800.00
84,000 42.000.00
1,400 700.00
4,667 2,333.50
14,000 7.000.00
14,000 7.000.00
16,800 8,400.00
5,040 2,520.00
121,520 60,760.00
5,600 2,800.00
5,040 2,520.00
78,400 39,200.00
17,172 8,586.00
27,907 13,953.50
19,600 9,800.00
62,997 31,498.50
48,627 24,313.50

May 30, 2008 6,683,150,477.00 13,366,300,954 13,344,594,402 21,706,552 Exercise of subscription rights 58,520 29,260.00
05.30.2008
May 29, 2008 6,683,121,217.00 13,366,242,434 13,344,535,882 21,706,552 Exercise of subscription rights 73,919 36,959.50
05.29.2008
March 5, 2008 6,683,084,257.50 13,366,168,515 13,344,461,963 21,706,552 Exercise of subscription rights 75,600 37,800.00
03.05.2008
March 4, 2008 6,683,046,457.50 13,366,092,915 13,344,386,363 21,706,552 Exercise of subscription rights 34,989 17,494.50
03.04.2008
March 3, 2008 6,683,028,963.00 13,366,057,926 13,344,351,374 21,706,552 Exercise of subscription rights 293,440 146,720.00
03.03.2008
February 29, 2008 6,682,882,243.00 13,365,764,486 13,344,057,934 21,706,552 Exercise of subscription rights 50,957 25,478.50
02.29.2008
February 28, 2008 6,682,856,764.50 13,365,713,529 13,344,006,977 21,706,552 Exercise of subscription rights 143,920 71,960.00
02.28.2008
February 27, 2008 6,682,784,804.50 13,365,569,609 13,343,863,057 21,706,552 Exercise of subscription rights
5,600 2,800.00
02.27.2008
February 7, 2008 6,682,782.004.50 13,365,564,009 13,343,857,457 21,706,552 Exercise of subscription rights
5,040 2,520.00
02.07.2008
February 5, 2008 6,682,779,484.50 13,365,558,969 13,343,852,417 21,706,552 Exercise of subscription rights
5,600 2,800.00
02.10.2008
February 1, 2008 6,682,776,684.50 13,365,553,369 13,343,846,817 21,706,552 Exercise of subscription rights 28,000 14.000.00
02.01.2008
January 31, 2008 6,682,762,684.50 13,365,525,369 13,343,818,817 21,706,552 Exercise of subscription rights 10,000 5.000.00
01.31.2008
January 17, 2008 6,682,757,684.50 13,365,515,369 13,343,808,817 21,706,552 Exercise of subscription rights 17,640 8,820.00
01.17.2008
January 16, 2008 6,682,748,864.50 13,365,497,729 13,343,791,177 21,706,552 Exercise of subscription rights 28,000 14.000.00
01.16.2008
January 15, 2008 6,682,734,864.50 13,365,469,729 13,343,763,177 21,706,552 Exercise of subscription rights 11,240 5,620.00
01.15.2008
January 11, 2008 6,682,729,244.50 13,365,458,489 13,343,751,937 21,706,552 Exercise of subscription rights 19,914 9,957.00
01.11.2008
January 10, 2008 6,682,719,287.50 13,365,438,575 13,343,732,023 21,706,552 Exercise of subscription rights 28,000 14.000.00
01.10.2008
January 7, 2008 6,682,705,287.50 13,365,410,575 13,343,704,023 21,706,552 Exercise of subscription rights 21,280 10,640.00
01.07.2008
January 4, 2008 6,682,694,647.50 13,365,389,295 13,343,682,743 21,706,552 Exercise of subscription rights 23,800 11,900.00
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01.04.2008
December 31, 2007 6,682,682,747.50 13,365,365,495 13,343,658,943 21,706,552 Exercise of subscription rights
12.31.2007
December 27, 2007 6,682,626,747.50 13,365,253,495 13,343,546,943 21,706,552 Exercise of subscription rights
12.28.2007
December 27, 2007 6,682,614,847.50 13,365,229,695 13,343,523,143 21,706,552 Exercise of subscription rights
12.27.2007
December 20, 2007 6,682,591.001.50 13,365,182,003 13,343,475,451 21,706,552 Exercise of subscription rights
12.20.2007
December 18, 2007 6,682,590,441.50 13,365,180,883 13,343,474,331 21,706,552 Exercise of subscription rights
12.18.2008
December 17, 2007 6,682,586,241.50 13,365,172,483 13,343,465,931 21,706,552 Exercise of subscription rights
12.17.2007
December 13, 2007 6,682,553,042.00 13,365,106,084 13,343,399,532 21,706,552 Exercise of subscription rights
12.13.2007
December 12, 2007 6,682,524,818.00 13,365,049,636 13,343,343,084 21,706,552 Exercise of subscription rights
12.12.2007
December 11, 2007 6,682,462,098.00 13,364,924,196 13,343,217,644 21,706,552 Exercise of subscription rights
12.11.2007
December 7, 2007 6,682,448,565.50 13,364,897,131 13,343,190,579 21,706,552 Exercise of subscription rights
12.07.2007
December 5, 2007 6,682,444,366.00 13,364,888,732 13,343,182,180 21,706,552 Exercise of subscription rights
12.05.2007
December 4, 2007 6,682,280,846.00 13,364,561,692 13,342,855,140 21,706,552 Exercise of subscription rights
12.04.2007
November 30, 2007 6,682,244,726.00 13,364,489,452 13,342,782,900 21,706,552 Exercise of subscription rights
11.30.2007
November 29, 2007 6,682,205,626.00 13,364,411,252 13,342,704,700 21,706,552 Exercise of subscription rights
11.29.2007
November 28, 2007 6,682,200,026.00 13,364,400,052 13,342,693,500 21,706,552 Exercise of subscription rights
11.28.2007
November 27, 2007 6,682,187,146.00 13,364,374,292 13,342,667,740 21,706,552 Exercise of subscription rights
11.27.2007
November 26, 2007 6,682,181,686.00 13,364,363,372 13,342,656,820 21,706,552 Exercise of subscription rights
11.26.2007
November 23, 2007 6,682,177,766.00 13,364,355,532 13,342,648,980 21,706,552 Exercise of subscription rights
11.23.2007
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112,000 56.000.00
23,800 11,900.00
47,692 23,846.00
1,120 560.00
8,400 4,200.00
66,399 33,199.50
56,448 28,224.00
125,440 62,720.00
27,065 13,532.50
8,399 4,199.50
327,040 163,520.00
72,240 36,120.00
78,200 39,100.00
11,200 5,600.00
25,760 12,880.00
10,920 5,460.00
7,840 3,920.00
22,400 11,200.00

November 20, 2007 6,682,166,566.00 13,364,333,132 13,342,626,580 21,706,552 Exercise of subscription rights 111,999 55,999.50
11.20.2007
November 19, 2007 6,682,110,566.50 13,364,221,133 13,342,514,581 21,706,552 Exercise of subscription rights 10,731 5,365.50
11.19.2007
November 15, 2007 6,682,105,201.00 13,364,210,402 13,342,503,850 21,706,552 Exercise of subscription rights 85,464 42,732.00
11.15.2007
November 14, 2007 6,682,062,469.00 13,364,124,938 13,342,418,386 21,706,552 Exercise of subscription rights 11,200 5,600.00
11.14.2007
November 9, 2007 6,682,056,869.00 13,364,113,738 13,342,407,186 21,706,552 Exercise of subscription rights 27,717 13,858.50
11.09.2007
October 31, 2007 6,682,043,010.50 13,364,086,021 13,342,379,469 21,706,552 Exercise of subscription rights 105,640 52,820.00
10.31.2007
October 15, 2007 6,681,990,190.50 13,363,980,381 13,342,273,829 21,706,552 Exercise of subscription rights 1,320,000 660.000.00
10.15.2007
October 1, 2007 6,681,330,190.50 13,362,660,381 13,340,953,829 21,706,552 Merger by incorporation of 2,917,730,188 1,458,865,094.00
April 4, 2007 5,222,465,096.50 10,444,930,193 10,423,223,641
Capitalia S.p.A. in UniCredit S.p.A.
21,706,552 For ordinary shares to be freely 4,085,100 2,042,550.00
assigned to UniCredit top
management as well as other Group
banks and companies, resolved by
the Board of Directors on March 21,
2007
January 31, 2007 5,220,422,546.50 10,440,845,093 10,419,138,541 21,706,552 Exercise of subscription rights 1,363,560 681,780.00
01.31.2007
January 15, 2007 5,219,740,766.50 10,439,481,533 10,417,774,981 21,706,552 Exercise of subscription rights 910,000 455.000.00
01.15.2007
January 2, 2007 5,219,285,766.50 10,438,571,533 10,416,864,981 21,706,552 Exercise of subscription rights 320,000 160.000.00
01.02.2007
December 15, 2006 5,219,125,766.50 10,438,251,533 10,416,544,981 21,706,552 Exercise of subscription rights 20,000 10.000.00
12.15.2006
November 15, 2006 5,219,115,766.50 10,438,231,533 10,416,524,981 21,706,552 Exercise of subscription rights 27,500 13,750.00
11.15.2006
October 31, 2006 5,219,102,016.50 10,438,204,033 10,416,497,481 21,706,552 Exercise of subscription rights 26,400 13,200.00
10.31.2007
October 16, 2006 5,219,088,816.50 10,438,177,633 10,416,471,081 21,706,552 Exercise of subscription rights 198,400 99,200.00
10.16.2006
October 2, 2006 5,218,989,616.50 10,437,979,233 10,416,272,681 21,706,552 Exercise of subscription rights 411,060 205,530.00
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10.02.2006
September 15, 2006 5,218,784,086.50 10,437,568,173 10,415,861,621 21,706,552 Exercise of subscription rights
09.16.2006
August 31, 2006 5,218,641,276.50 10,437,282,553 10,415,576,001 21,706,552 Exercise of subscription rights
08.31.2006
July 31, 2006 5,218,479,346.50 10,436,958,693 10,415,252,141 21,706,552 Exercise of subscription rights
07.31.2006
July 17, 2006 5,218,417,299.50 10,436,834,599 10,415,128,047 21,706,552 Exercise of subscription rights
07.17.2006
June 30, 2006 5,218,299,719.50 10,436,599,439 10,414,892,887 21,706,552 Exercise of subscription rights
06.30.2006
June 15, 2006 5,215,073,943.00 10,430,147,886 10,408,441,334 21,706,552 Exercise of subscription rights
March 30, 2006 5,214,662,943.00 10,429,325,886 10,407,619,334
06.15.2006
21,706,552 For ordinary shares to be freely
assigned to UniCredit top
management as well as other Group
banks and companies, resolved by
the Board of Directors on March 22,
2006
January 31, 2006 5,213,388,513.00 10,426,777,026 10,405,070,474 21,706,552 Exercise of subscription rights
01.31.2006
January 16, 2006 5,211,400,076.00 10,422,800,152 10,401,093,600 21,706,552 Exercise of subscription rights
January 3, 2006 5,207,065,384.00 10,414,130,768 10,392,424,216 21,706,552
01.16.2006
Ordinary shares tied-up for the
employee incentive plan, resolved
by the Board of Directors on
November 30, 2005
January 2, 2006 5,205,592,384.00 10,411,184,768 10,389,478,216 21,706,552 Exercise of subscription rights
01.02.2006
Note: the subscription rights were issued for Group employee incentive plans.
- 375 -
285,620 142,810.00
323,860 161,930.00
124,094 62,047.00
235,160 117,580.00
6,451,553 3,225,776.50
822,000 411.000.00
2,548,860 1,274,430.00
3,976,874 1,988,437.00
8,669,384 4,334,692.00
2,946,000 1,473.000.00
20,630,062 10,315,031.00

21.2. Memorandum and Articles of Association
The Company was established in Genoa under a private agreement on April 28, 1870.
21.2.1. Description of the Company purpose and scope
As per Section 4 of the Articles of Association, the Company’s purpose is:
“the collection of savings and the granting of credit in its various forms in Italy and
abroad, operating under the governing laws and customs. This may include all
transactions and banking and financial services allowed under the applicable
regulations. In order to fulfil its purpose, the Company may carry out any activities
instrumental, or in any way connected to, said purpose. The Company may issue
bonds and assume equity investments in Italy and abroad, in compliance with
applicable regulations”.
21.2.2. Summary of the provisions of the Company’s Articles of Association regarding
members of administrative, management and control bodies
The following is a description of the provisions in the Articles of Association
regarding members of the Board of Directors, the Board of Statutory Auditors and
Senior Management of the Issuer. For further information, please refer to the Articles
of Association and applicable legislation.
Board of Directors
Pursuant to Section 20 of the Articles, the Issuer’s Board of Directors shall be
composed of a minimum of nine and a maximum of twenty-four members.
The members of the Board of Directors shall possess the requisite professionalism and
respectability as provided by applicable laws and regulations. Furthermore, at least
three of the directors must meet the independence requirements established for
directors in Article 148, paragraph 3 of the TUF, and at least five directors must meet
the additional independence requirements included in the self-imposed code of
conduct. The independence requirements established in Article 148, paragraph 3 of the
TUF and those of the self-imposed code of conduct may be satisfied in one person.
Appointment procedure
Pursuant to Section 20 of the Articles of Association, the directors shall be appointed
by the Shareholders’ Meeting based on lists presented to shareholders in which the
candidates must be listed by progressive numbering.
The lists submitted by shareholders shall be presented at the registered office and
published in at least two national newspapers, one of which a financial newspaper, at
least fifteen days prior to the date of the first call for the Shareholders’ Meeting, under
penalty of annulment. Each shareholder may submit or agree to the submission of a
single list just as each candidate shall register him/herself on a single list, under
penalty of ineligibility.
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Only shareholders that individually or together with other shareholders make up at
least 0.50% of the share capital represented by ordinary shares with voting right in the
ordinary Shareholders’ Meeting have the right to submit lists.
Within the deadline indicated above, the shareholders must include, for each list
submitted:
• information regarding the shareholders that submitted the lists, indicating the total
ownership percentage held;
• information regarding the personal and professional characteristics of the
candidates listed;
• statement by which the individual candidate irrevocably accepts the mandate
(should they be appointed) and certifies, under their own responsibility, that no
reasons for ineligibility or incompatibility exist, and that the requirements of
professionalism and respectability prescribed by the applicable provisions and
regulations are satisfied;
• for at least five candidates on the list, a statement that the independence
requirements prescribed by applicable provisions and regulations, including those
of the Articles of Association, are satisfied.
If the list does not meet the statutory requirements above, it shall be considered not
submitted.
Each shareholder with voting right shall vote for one list only.
The election for members of the Board of Directors shall proceed as follows:
(a) from the list that obtained the majority of votes by shareholders, there shall be
drawn - based on the progressive ordering of the list - a number of directors
equivalent to the number to be elected less 1, if the Board of Directors has 20 or
fewer members, or less 2, if the Board of Directors has more than 20 members.
The remaining directors shall be drawn - based on the progressive ordering of
the list – from the list that obtained the highest number of votes from the
minority shareholders’ lists.
(b) in the event the majority list does not have a sufficient number of candidates for
the number of directors to be elected based on the mechanism described in the
above letter a), all of the candidates of the majority list shall be elected and the
remaining candidates shall be drawn from the list that obtained the highest
number of votes from the minority shareholders’ lists, based on the progressive
ordering of the list.
In the event the list that obtained the most votes from the minority shareholders'
lists does not have a sufficient number of candidates to meet the number of
directors to be elected based on the mechanism described above, the remaining
directors shall be drawn from the minority shareholders’ list that achieved the
second highest number of votes, based on the progressive ordering of the list;
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(c) if the number of candidates included in the submitted lists, whether from the
majority or minority, is fewer than those of the directors to be elected, the
remaining directors shall be elected through a resolution by the Shareholders’
Meeting majority vote. If there is a tie between the candidates, there shall be a
second ballot between these candidates via another shareholders’ vote;
(d) if under the terms and procedures described above only one list is submitted, or
none are submitted, the Shareholders’ Meeting shall resolve based on the
method described in point c) above;
(e) in the event the minimum number of independent directors established in the
Articles of Association is not elected, the candidates that do not meet said
requirements in each list shall be replaced by the subsequent candidate on the list
that does meet the independence requirements, based on the progressive ordering
of the list. In the event it is not possible to substitute the directors that do not
meet the aforementioned requirements with candidates from the same list, they
will be replaced by candidates meeting the requirements drawn from the
minority shareholders' lists which received the most votes based on the
progressive ordering of the list.
The appointed term for directors is three financial years, unless otherwise determined
at time of the appointment. The directors' terms expire on the date of the Shareholders’
Meeting convened to approve the financial statements of their last year in office.
In the event of the death, resignation, or lapse for any reason of the requirements of
respectability and professionalism by any of the directors, the Board of Directors shall
co-opt a director, considering the minority representation principle. In the event of the
lack or subsequent lapse of independence requirements by certain directors, the Board
of Directors shall replace said director under the procedure described in letter e)
above.
Board of Statutory Auditors
Pursuant to Section 30 of the Articles of Association, the Ordinary Shareholders’
Meeting shall appoint five statutory auditors, amongst whom a Chairman is elected,
and two alternate auditors. The statutory and alternate auditors are re-electable.
In accordance with applicable legislation, at least two statutory auditors and one
alternate auditor shall have been enrolled for at least three years in the chartered
accountants association and have performed statutory auditing of accounts for a period
of not less than three years. The auditors that are not members of the chartered
accountants association shall have at least three years of experience in: a) providing
professional activities of chartered accounts or attorneys primarily in the banking,
insurance or finance sectors; b) university-level teaching positions - in the field of law
- banking law, commercial law, tax law as well as financial markets law and - in the
field of economics/finance – banking technology, corporate economics, accounting,
real estate economics, financial and international market economics, corporate
finance; c) managerial roles at a public entity or public administration in the credit,
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financial or insurance sectors, in addition to collective asset management investment
services, as defined by the TUF.
As regards the appointment procedure, the Articles of Association provide that the
appointment of the statutory and alternate auditors to the Board of Statutory Auditors
is based on a list of candidates ordered by progressive numbers. The progressivelynumbered
lists, containing the names of one or more candidates, shall be submitted at
the registered office at least fifteen days prior to the date set for the first call of the
Shareholders’ Meeting, by a group of shareholders representing, at the time the list is
submitted, at least 0.5% of the shares with voting right in the Ordinary Shareholders’
Meeting. The lists shall be published in two national newspapers, one of which a
financial newspaper, within the deadline for the submission. Minority shareholders
that are not associated with the reference shareholders have the right to an extension of
the submission deadline for the lists, in the manner described by the applicable
provisions and regulations.
To authenticate the ownership of the number of shares necessary to submit lists, the
shareholders must present and/or deliver to the registered office, together with the list
submitted, a copy of the communication for participation in the Shareholders’ Meeting
issued by the intermediary that keeps the related accounts.
Within the deadline indicated above, the shareholders that submitted lists must include
other documents as listed in Section 30, Paragraph 7 of the Articles of Association. If
the list does not meet the requirements above, it shall be considered not submitted.
The lists to nominate members of the Board of Statutory Auditors shall be divided into
two sub-lists, of 5 candidates for the position of statutory auditors and 2 candidates for
alternate auditor. At least the first two candidates on each list for the statutory auditor
position and at least the first candidate on each list for the alternate auditor position
shall be a member of the chartered accountants association. No candidate may appear
on more than one list, under penalty of annulment. Each shareholder with voting right
shall vote for one list only.
The votes obtained for each lists related to statutory auditors are then divided for by
five. The percentage received is progressively assigned to the candidates of each list
according to the order and are prepared in a single descending scale. The statutory
auditors elected are those that received the highest percentage of votes.
However, if four or more candidates that obtained the highest percentage of votes are
on the same list, the first three are elected while the fourth and fifth statutory auditor
shall be those that received the highest percentage of votes from the minority
shareholders' lists. The candidate that received the highest percentage of those on the
list that had the highest number of votes from the minority shareholders’ lists, as
defined by the applicable provisions and regulations, shall be named Chairman by the
Board of Statutory Auditors. If there is a tie between lists, the Chairman of the Board
of Statutory Auditors shall be the candidate of the list that was submitted by
shareholders with the highest ownership percentage, or alternatively, the most
shareholders. If there is another tie, the Chairman shall be the older candidate. In the
event the Chairman of the Board of Statutory Auditors cannot be elected in the manner
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described above, the Shareholders’ Meeting shall directly appoint the position through
a relevant majority.
In electing the alternate auditors, the votes obtained for each list are then divided by
two. The percentages obtained are assigned progressively to the candidates of the
second sub-list of each list in a single descending scale. The alternate auditors elected
are those that received the highest percentages. However, if two candidates that
received the highest percentages belong to the same list, the first of these will be
appointed, while the second will be the one that obtained the highest percentage from
another list.
In the event of a tie in percentages for the election of the last statutory auditor and/or
the last alternate auditor, the preferred candidate shall be the one from the list that
obtained the highest number of votes - and if there is a tie in the number of votes, the
older candidate - unless said list has already had three statutory auditors elected or the
other alternate auditor. In such an event, the preferred candidate shall be the one from
the list with the second highest number of votes.
The Articles of Association establish that if only one list or no list is submitted under
the terms and manner described above, the Shareholders’ Meeting shall decide by a
majority vote of shareholders present. If there is a tie between candidates, there shall
be a second ballot between said candidates via another shareholders’ meeting vote.
In the event of the death, resignation, or lapse of eligibility for any reason of a
statutory auditor, the alternate auditor from the list that elected the departing auditor
shall assume responsibilities. If this is not possible, the departing auditor will be
replaced by the unelected candidate that obtained the highest percentage from the list
that elected the departing auditor or, if the departing auditor is from the minority
shareholders’ list, the minority list that had the most votes. If auditors were not
appointed under the list voting system, the replacement shall be the alternate auditor as
provided by regulatory provisions. If the auditor is not confirmed at the subsequent
Shareholders’ Meeting for the role of statutory auditor, he/she will assume the role of
alternate auditor.
The auditors may assume administration and control responsibilities with other
companies within the limits established by applicable provisions and regulations.
The Board of Statutory Auditors is duly constituted when a majority of auditors is
present and resolves based on an absolute majority of those present. If there is a tie,
the Chairman casts the deciding vote. If the Chairman of the Board of Statutory
Auditors deems it appropriate, the meetings of the Board of Statutory Auditors may be
held virtually, with appropriate telecommunications equipment, on the condition that
each of the members may be identified by all of the others and that each member is
able to participate in real time during the discussions of the issues as well as receive,
transmit and view documents. If these requirements are met, the Board of Statutory
Auditors is considered to be held where the Chairman is located.
Senior Management
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Pursuant to Section 27 of the Article of Association, Senior Management is composed
of the General Managers, Deputy General Managers, members of the Management
Committee, employees allocated to said role as well as employees seconded to said
role.
Senior management ensures the management of the corporation and execution of
Board of Directors’ resolutions according to the policies established by the Managing
Director, or if this position has not been appointed, by the General Manager. The
Managing Director, or if this position has not been appointed, the General Manager,
establishes the power and authority of the Senior Management to carry out normal
company operations.
The Managing Director, General Managers, Deputy General Managers and members
of the Management Committee have the following power, without specific delegation:
a) to promote and sustain legal and administrative actions at any judicial level,
including the exercise, withdrawal or resignation of the right to file a lawsuit, and to
represent the Company in any legal or administrative proceedings, and, therefore, also
appeals and withdrawals and before the Council of State, with the right to settle and
make compromises in amicable arbitration compositions; b) to agree to mortgages and
liens, including through special representations, subscriptions, replacements,
abatements, deferments, and cancellations, as well as undertake registrations and
cancellations of any type, including independently of the loan payment to which said
subscriptions, registrations and cancellations refer; c) to undertake any transaction,
including collection and withdrawal of securities and commercial paper, with Banca
d’Italia, Cassa Depositi e Prestiti, Public Debt Administration, and, in any event, with
any public administration, including agencies, companies and businesses with
investments in the State or public entities and, additionally, to undertake all aspects
inherent to said transactions; d) to issue special mandates to complete certain ordinary
transactions and proxies for disputes; e) to assign, even individually to employees or
third parties, the right to represent the Company as a shareholder or as a third-party
delegate in the ordinary or extraordinary shareholders’ meetings of Italian and foreign
companies, in compliance with governing laws.
The Managing Director, or if this position has not been appointed, the General
Manager, may additionally delegate the powers described above to employees who are
part of the General Management or employees seconded to the General Management.
The Board of Directors has the power to establish organisational and/or decisionmaking
structures, such as regional management, distributed throughout local offices,
to which the Managing Director, or if this position has not been appointed, the General
Manager, may delegate the power and authority to manage branches, also by making
use of general management, determining the manner in which it is carried out.
21.2.3. Description of the rights, privileges and restrictions for each existing share class
Ordinary shares issued by the Company are registered.
In accordance with Section 5 of UniCredit Articles of Association, no party with
voting right may exercise said right, for any reason, for an amount of the Issuer's
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shares greater than 5% of the share capital with voting rights. To calculate said limit,
total shareholdings in all subsidiaries - direct or indirect - and in associates of the
parent company, natural persons, legal persons, or companies, in question must be
considered, as well as shares held by trusts and/or third parties and/or those for which
the voting right is granted in any manner to a party other than the owner. Conversely,
shareholdings included in mutual fund portfolios managed by subsidiaries or
associates do not need to be considered.
Savings shares issued by the Company do not have voting right. The reduction in
share capital for losses does not result in a reduction of the notional value of savings
shares if not for the share of losses that exceeds the total notional value of other
shares. In the event the Company is dissolved, savings shares have priority in the
capital reimbursement for the entire notional value. If reserves are distributed, savings
shares have the same rights as other shares.
If ordinary or savings shares of the Company are barred from trading, the savings
shareholder may request that his/her shares be converted to ordinary shares in the
Company, based on the procedure resolved by the Extraordinary Shareholders’
Meeting convened for such purpose within two months of the shares being barred.
Savings shares, upon being fully paid-in, are bearer shares unless otherwise provided
by law. They may be converted to registered savings shares, or vice versa, upon
request of the shareholder and at his/her expense.
The net profit in the financial statements shall be allocated as follows, in accordance
with Section 32 of the Articles of Association:
(a) at least 10% allocated to the reserve; when the reserve reaches the maximum
provided by law, the profit will be allocated with priority to savings shares as
described in point b) below;
(b) savings shares shall be allocated an amount up to five percent of their notional
value; if in any financial year, a dividend of less than five percent of the notional
value is allocated, the difference is added to the privileged dividend allocated in
the subsequent two financial years; profits that remain after the dividend
allocation to savings shares as described above, are divided between all shares
such that the savings shares shall have a total dividend increased by three
percentage points of the notional value of the shares, with respect to the ordinary
shares;
(c) notwithstanding the provisions above for the total dividends allocated to savings
shares, ordinary shares shall be allocated an amount equivalent to five percent of
their notional value;
(d) the remaining profits, as resolved by the Shareholders’ Meeting, is divided
among the shares in addition to the allocations described in letters b) and c)
above;
(e) the Shareholders’ Meeting shall resolve the assignment of unallocated profit,
based on the proposal of the Board of Directors.
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Additionally, the Shareholders’ Meeting, based on the proposal of the Board of
Directors, may resolve the creation or increase of extraordinary and special reserves to
be funded by net profit which may have priority over the allocations in letters c), d)
and e) above.
21.2.4. Description of the procedures for modifying shareholders’ rights, indicating the
cases in which the conditions are more restrictive than the terms provided by law
In the Articles of Association there are no provisions for specific conditions under
which the rights of shareholders may be modified, other than those provided for by
law. Specifically, the withdrawal right applies only in cases in which the right is
obligatory under the law. The withdrawal right is exercised in the manner and terms of
the prevailing law.
A shareholder’s lack of participation in approving resolutions extending the Issuer’s
duration or the introduction or removal of restrictions on share circulation does not
imply motive for withdrawal.
21.2.5. Description of the terms governing the procedure for convening Annual
Shareholders’ Meetings and the Extraordinary Shareholders’ Meetings, including
conditions for admission
The following are the major provisions in the Article of Association governing the
Issuer’s Ordinary Shareholders’ Meetings and the Extraordinary Shareholders’
Meetings. For further information, please refer to the Issuer’s Articles of Association
and applicable legislation.
Convocations
Pursuant to Title IV of the UniCredit Articles of Association, the Ordinary
Shareholders’ Meeting is convened at least once a year, under the terms provided by
law, to resolve on the issues for which it is competent by law and under the Articles of
Association.
The Extraordinary Shareholders’ Meeting is convened whenever an issue must be
resolved that is reserved for its competency by law.
The Shareholders’ Meeting is held in the head offices, at the location of Senior
Management, or in another location in Italy, as indicated in the convocation notice.
The meeting is convened, under the terms provided by applicable law, with a public
notice in the Official Journal of the Republic of Italy, including the agenda, without
prejudice to meeting any other applicable legal requirements.
The agenda of the Shareholders’ Meeting is set by the person with the power to
convene the meeting by law and under the Articles of Association, and on the basis of
the indications therein if it is convened upon shareholders’ request. The right to
modify the agenda may be exercised by a number of shareholders representing at least
0.50% of the share capital, in the cases, manner and terms indicated by applicable law.
Right of participation
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In accordance with Section 12 of the Articles of Association, holders of ordinary
shares may participate if they produce a copy of the communication sent by the
Company to the intermediary that keeps the related accounts, at least two days prior to
the date of the first call of the Shareholders’ Meeting. The convocation notice may
instruct that the aforementioned two-day advance notice refers to any additional
subsequent convocations. Without prejudice to applicable law regarding voting by
proxy, parties that have the right to participate in the Shareholders’ Meeting may be
represented by proxies that are not shareholders, as provided for in Article 2372 of the
Italian Civil Code. As per Section 5, Paragraph 19 of the Articles of Association, the
Common Representative for UniCredit savings shareholders has the right to
participate in the Shareholders’ Meeting.
Shareholders’ Meeting regulation
The Issuer’s Shareholders’ Meeting of June 29, 2004 adopted a regulation governing
Shareholders’ Meetings so that the meetings may be carried out in an orderly and
functional manner. Specifically, Section 8 of the Shareholders’ Meetings regulation
provides that any party that has the right to participate in the meeting as per Section 2
of said regulation has the right to have the floor on any issue under discussion.
Anyone who wishes to take the floor shall make such request to the Chairman,
presenting him a written request indicating the issue to which the request refers, after
the Chairman has read the issues on the agenda and as long as he has not closed
discussion on the issue in question. As a rule, the Chairman gives the floor based on
the chronological order in which the requests were presented; if two or more requests
were presented at the same time, the Chairman gives the floor based on the
alphabetical order the last names of the parties requesting the floor.
The Chairman may authorise the presentation of requests for the floor by a show of
hands; in this case the Chairman gives the floor based on the alphabetical order the
last names of the parties requesting the floor.
21.2.6. Description of the provisions of the Articles of Association that may delay,
postpone or impede a change in the Company control structure
In accordance with Section 5, Paragraph 15 of the Articles of Association, no party
with voting right may exercise said right, for any reason, for a number of the Issuer's
shares greater than 5% of the share capital with voting rights. To calculate said limit,
total shareholdings in all subsidiaries - direct or indirect - and in associates of the
parent company, natural persons, legal persons, or companies, in question must be
considered. However, shareholdings included in mutual fund portfolios managed by
subsidiaries or associates do not need to be considered. The calculation applies to
parties other than the companies, in the cases provided for in Article 2359, first and
second paragraph of the Italian Civil Code. The calculation in the form of dominant
influence considers the cases provided for in Article 23, second paragraph of the TUB.
The calculation applies in the cases provided for in Article 2359, third paragraph of
the Italian Civil Code. In order to calculate the percentage of share ownership, shares
held through trusts and /or through third parties and /or by those to which the voting
right is assigned to someone other than the owner, for any reason, are also considered.
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If these provisions are violated, any resolutions made by the Shareholders’ Meeting
are subject to appeal, according to Article 237 of the Italian Civil Code, if the required
majority would not have been reached without said violation. The actions for which
the voting right may not be exercised are calculated so that the Shareholders’ Meeting
is duly constituted.
21.2.7. Information regarding any provisions in the Company’s Articles of Association
that establish a maximum shareholding above which it become necessary to notify
the public of the shares held
There are no provisions in the Articles of Association that establish a maximum
shareholding above which it become necessary to notify the public of the shares held.
21.2.8. Description of conditions in the Memorandum and Articles of Association for
modifying the share capital
Section 7 of the Articles of Association provides that in the event of an increase in
share capital, the terms and condition related to the issue of new date and the dates and
procedures for payment, other than those dictated by law, shall be resolved by the
Board of Directors. Requests to subscribers are made via public notices in national
newspapers, one of which a financial newspaper, without prejudice to specific legal
provisions.
Interest will accrue, with full rights, on late payments in the amount that shall be
established by the Board of Directors, and not greater than 3% more than the reference
interest rate calculated annually be the Banca d’Italia, without prejudice to legal
provisions regarding shareholders that do not make payments of the amount due and
notwithstanding the responsibility of the transferors of not fully paid-in shares.
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22. MAJOR AGREEMENTS
The terms and conditions of the major agreements stipulated by the Issuer or by Group
Companies in the two years preceding the Date of the Prospectus, which do not fall within the
normal execution of the activity and/or which entail significant obligations and/or rights for the
Company and for the Group.
22.1. Agreements Deriving from the Completion of the Merger between UniCredit and
Capitalia
On October 1, 2007, the merger by take-over of Capitalia into UniCredit became effective.
For additional details on the aforesaid merger and on the reorganisation operations deriving
from it, please see the description provided in the First Section, Chapter 5, Paragraph 5.1.5, of
the Prospectus.
The descriptions of some agreements executed to fulfil the obligations assumed towards the
AGCM pursuant to the Decision no. 17283 of 18 September 2007 authorising the merger by
take-over of Capitalia in UniCredit are provided below.
22.1.1. Sale of an Equity Investment in Mediobanca
On December 17, 2007, UniCredit stipulated an agreement with third parties whereby
it sold an interest of 9.37% in the share capital of Mediobanca. The value of the sale
was about €1,217 million (€15.85 per share). With the sale, UniCredit therefore
reduced its own interest in Mediobanca to the current 8.66% of the share capital.
22.1.2. Transfer of Business Unit Comprising 183 Branches
On November 27, 2008, effective from December 1, 2008, in accordance with the
obligations assumed by UniCredit towards the AGCM within the scope of the merger
with Capitalia, UniCredit Banca, UniCredit Banca di Roma and Banco di Sicilia sold
183 branches to Banca Popolare di Milano, Credito Emiliano, Banca popolare
dell’Emilia Romagna, Banca Popolare del Mezzogiorno (Banca Popolare dell’Emilia
Romagna group), Banca Carige, Banca Popolare dell’Etruria e del Lazio, Banca
Agricola Popolare di Ragusa, Banca Popolare di S. Angelo, BCC San Giuseppe di
Petralia Sottana, BCC di Lercara Friddi, BCC Don Rizzo - Credito Cooperativo della
Sicilia Occidentale, BCC di Sambuca e a BCC “G. Toniolo” di San Cataldo.
The sale allowed recording a capital gain of about €304 million in the consolidated
financial statements; during 2009, as a result of the price changes that occurred,
adjustments of about €5 million were recorded. In accordance with the executed
transfer agreements, UniCredit undertook, inter alia, (i) not to hire the employees of
the branches until 16 May 2010 and (ii) not to initiate organised commercial actions
aimed at acquiring the clients of the transferred branches until November 16, 2010.
22.2. Agreement for the Sale of a Controlling Interest in Bank BPH by UniCredit
Consistently with the previous agreements between UniCredit and the Minister of the Treasury
of the Republic of Poland (which provided, among other matters, the transfer to a third party of
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the interest held by UniCredit in Bank BPH), on August 3, 2007 UniCredit and GE Capital
International Financing Corporation on behalf of GE Money (“GE Capital”), a division of the
General Electric group, stipulated an agreement for the sale of 65.9% of the share capital of
Bank BPH by UniCredit for €530.5 million. In particular, the sale was subordinated to the spinoff
of a part of the assets of Bank BPH in Bank Pekao, which took place on November 29,
2007.
The agreement also prescribes the issue of a series of Representations and Guarantees, both by
UniCredit and by GE Capital. In particular, the guarantees issued by UniCredit are valid until
the earliest of the following dates: (i) 18 months from the execution of the sale of the interest
and (ii) the date of approval of the financial statements for the year after the year of execution
of the sale. The term for the guarantees issued by GE Capital instead is 18 months starting from
the execution of the sale. The guarantees on tax matters are valid of six years starting from the
effective date of the split.
The sale of the controlling interest in Bank BPH was executed on June 17, 2008.
22.3. Settlement with Parmalat
On August 1, 2008, the UniCredit group stipulated a settlement agreement with Parmalat S.p.A.
(which took over the Parmalat Arrangement) and with the Official Receiver of the companies
in extraordinary administration of the Parmalat group, of the Parmatour group, of Parma
Associazione Calcio and of other companies of the former Parmalat group still in extraordinary
administration, in order to regulate all mutual relationships and the respective claims, related to
the period preceding the declaration of insolvency of the Parmalat group and inherent to its
bankruptcy.
In accordance with said agreement, in exchange for the payment by the UniCredit group of a
total amount of €271.7 million and its abandonment of the appeal judgments and of its credits
allowed but not yet paid, the Official Receiver undertook to abandon any additional action and
revocation or compensation claim against the UniCredit Group and to abandon or revoke its
civil actions in criminal proceedings, thus defining all current or potential revocation or
compensation actions.
For additional details, see the description provided in the First Section, Chapter 20, Paragraph
20.8 of the Prospectus.
22.4. Agreement between UniCredit and the Ministry of the Treasury of the Republic
of Poland
On September 2, 2008, UniCredit and the Ministry of the Treasury of the Republic of Poland
stipulated an agreement whereby the Polish Ministry of the Treasury was given a put option, to
be exercised starting from the date of the agreement until June 30, 2009, and UniCredit was
given a call option, to be exercised from December 23, 2008 to December 23, 2009, pertaining
to the 3.95% interest in the share capital of Bank Pekao held by the Polish Ministry of the
Treasury.
The exercise price of both options had been set to the mean of the daily prices, weighed by the
traded volumes, of Bank Pekao, at the Warsaw Stock Exchange in the six months prior to the
exercise of the option, plus a 3% premium.
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On December 11, 2008, the Ministry of the Treasury of the Republic of Poland and UniCredit
signed an amendment to the agreement of September 2, 2008 whereby the parties decided to
abandon their respective put and call options relating to the 3.95% share held by the Ministry of
the Treasury in Bank Pekao.
In relation to the waiver of the put option by the Ministry of the Treasury, UniCredit undertook
to pay the Ministry PLN 300 million (equal to about €78 million) and to grant to the Polish
Ministry of the Treasury a put spread option expiring June 30, 2009 which has not been
exercised.
Lastly, by effect of the execution of the agreement of September 2, 2008, as ultimately
amended, the Bank Pekao privatisation agreement of June 23, 1999, the BPH privatisation
agreement of October 22, 1998, as well as the agreement pertaining to Bank Pekao and Bank
BPH between the Polish Ministry of the Treasury and UniCredit of April 19, 2006 are deemed
to be completely fulfilled.
22.5. Agreement between CNP Assurances S.A. and UniCredit to Safeguard the
Clients of CNP UniCredit Vita S.p.A. underwriters of policies with underlying Lehman
Brothers bonds
On November 28, 2008 CNP UniCredit Vita S.p.A. (company in which the Issuer, directly and
indirectly through Verwaltung A.G. held a share - of 38.8% and whose remaining share is held
by CNP Assurances S.A. for 57.5% and by Cardif-Assurance Vie for 3.7%) resolved a plan of
intervention to safeguard its insured parties, underwriters of index linked policies connected to
bonds issued by companies of the Lehman Brothers group and also placed through banks
belonging to the UniCredit Group, after receiving from ISVAP, the Italian Supervisory
Authority in the insurance industry, a positive response on the structure of the plan. The
proposed initiative provided two alternatives at Clients’ discretion: (i) transformation of the
extant index linked product, connected to a Lehman Brothers financial instrument, with a new
insurance policy, guaranteed by CNP UniCredit Vita S.p.A., which enables the Client to
recover the invested capital net of the coupons already collected, or (ii) the immediate
reimbursement in cash of 50% of the premium paid, with the Client remaining entitled to the
recovery value of the underlying Lehman Brothers financial instrument. In this regard, the total
cost on the consolidated net profit for the UniCredit Group amounts to €106 million, in line
with the management’s expectations.
22.6. Sale of Treasury Shares
On December 11, 2008 the Issuer, implementing the resolution of the Shareholders’ Meeting of
November 14, 2008, completed the sale of no. 170,357,899 treasury shares for a total value of
€288 million. The sale was completed both through transactions on the MTA market, and
through the block market. Simultaneously, UniCredit stipulated a call option with expiration on
December 12, 2011 on a quantity of 201,429,465 securities (following adjustment post scrip
dividend paid in May 2009) and equalling the amount sold. This derivative contract allows
UniCredit to maintain exposure to the performance of its own security, benefiting from the
potential rise up to the price of €2.6074 (from 3.083 following adjustment post scrip dividend
paid in May 2009). The contract shall be paid in cash and UniCredit may in no case re-obtain
possession of the sold securities.
- 388 -

22.7. Agreement for the sale by BA of the profit participation rights held in B&C
Holding GmbH
On December 29, 2008, within the capital optimisation process and RWA reduction at group
level, BA executed an agreement with B&C Beteiligungsverwaltungs GmbH (parent company
of B&C Holding GmbH) for the sale of the so-called profit participation rights (“PPR”) held
by BA in B&C Holding GmbH, with the exception of the profit participation rights in
Allgemeine Baugesellschaft - A. Porr AG that continued to be held by BA. The sale price was
constituted by several components (among them, two earn-out mechanisms) and it was about
€1.1 billion. The dividends received by BA for an amount of €400 million were reported in the
accounting records as tax-exempt distributions. BA was one of the financers of part of the sale
price and issued Representations and Guarantees subject to the usual expiration terms set out by
the statute of limitations. Additionally, BA and UniCredit (which was also a party in the sale
agreement) renounced some rights and some actions connected with the PPR.
22.8. Agreements Relating to the CASHES
Within the scope of the 2009 capital increase, 967,564,061 common shares related to the option
rights not exercised at the expiration of the stock market offer prescribed by Article 2441, third
paragraph, of the Italian Civil Code, underwritten by Mediobanca in accordance with the
related guarantee agreement were put by Mediobanca, as the designated bank (the “Designated
Bank”) at the service of the issue of the CASHES by The Bank of New York (Luxembourg)
S.A. as fiduciary bank (the “Fiduciary Bank”). The CASHES are instruments of the so-called
equity-linked type which (i) entitled holders to ask for conversion into the UniCredit stock
underwritten by the Designated Bank (or into the different number deriving from adjustments
during the life of the loan as a result of extraordinary transactions – such as mergers, splits and
groupings of stock – consistently with market practice for this type of instruments); (ii) provide
the automatic conversion at maturity (December 15, 2050) or upon the occurrence of certain
events 37 ; and (iii) entitle the holders, when certain conditions are met, to collect interest on a
quarterly basis 38 .
Within the scope of the transaction described above, on February 23, 2009, UniCredit and the
Designated Bank executed a usufruct agreement, with thirty-year validity (the maximum term
allowed by the relevant provisions), involving the UniCredit stock underwritten by the
Designated Bank (the “Usufruct Agreement”).
Based on the Usufruct Agreement, taking into account also the similar application of the rules
for treasury stock, some of the provisions, among others, are that in relation to the common
37 The conversion shall be automatic, among other cases, if: (i) after the seventh year from the issue, the
market price of ordinary UniCredit shares on the MTA in a period of 30 consecutive market days exceeds
for at least 20 days an amount equal to 150% of the reference price of €3.083 (hence, €4.625 barring
subsequent adjustments); (ii) UniCredit’s total asset requirement, individual or consolidated, descends below
the threshold of 5% (or of the different threshold prescribed by the bank oversight regulations for the
purposes of loss absorption in innovative capital instruments); (iii) there is a breach by UniCredit of the
payment obligations assumed according to the Usufruct Agreement; (iv) UniCredit’s state of insolvency or
liquidation exists/is declared; and (v) the Designated Bank’s state of insolvency or liquidation exists/is
declared.
38 Quarterly payments to the bearers of CASHES substantially match the payments due by UniCredit
according to the Usufruct Agreement. If UniCredit fails to make the payments due according to the usufruct
agreement, the Fiduciary Bank will not pay the coupon to the holders of the CASHES.
- 389 -

stock in usufruct from time to time and until the expiration of said agreement: (i) the voting
right related to the UniCredit common stock in usufruct shall remain suspended throughout the
validity of the Usufruct Agreement; (ii) the right to the dividends associated with said stock
shall be proportionately allocated to the other UniCredit stock; and (iii) the benefit of option
related to the stock, including the right as per the Stocks, shall vest through the Designated
Bank as mere owner 39 .
As consideration for usufruct on the Stock, the Usufruct Agreement provides for UniCredit to
pay to the Designated Bank a quarterly fee equal to the 3-month Euribor rate plus a spread of
450 basis points calculated on the amount of CASHES not converted at the end of the related
interest period. Moreover, said fee shall be payable by UniCredit only if the Issuer proceeds
with the distribution of dividends in cash and in the presence of profits reported in the
Consolidated Financial Statements for the previous financial year in which each payment is
due.
Moreover, according to a swap agreement also stipulated on February 23, 2009 between
UniCredit and the Designated Bank, until the CASHES are fully converted: (i) UniCredit
undertook to pay to the Designated Bank an amount equal to the excess dividend yield of
UniCredit with respect to 8%, to be calculated on the basis of the price of the stock recorded in
the period of 30 working days preceding the approval of the financial statements; (ii)
subsequently to the expiration of the usufruct agreement and if said agreement is not renewed,
UniCredit shall be entitled to receive from the Designated Bank an amount equal to the net
dividends which may have been paid and which pertain to the UniCredit stock underlying the
CASHES; (iii) also subsequently to the expiration of the usufruct agreement and if said
agreement is not renewed, UniCredit shall pay an amount similar to the consideration paid
within the scope of the Usufruct Agreement.
22.9. Transactions Aimed at Enhancing the Real Estate Assets
To reduce its exposure to the real estate risk and align it with that of its major European
competitors, the UniCredit Group initiated, starting in late 2008, a process aimed at enhancing
and rationalising the property portfolio of UniCredit Real Estate and, consequently, to
strengthen the Group’s balance sheet.
This process was concretely implemented with a plan to disinvest the real estate assets of
UniCredit Real Estate, through the contribution of a portfolio of 264 buildings in total to real
estate mutual funds reserved to qualified investors called (i) “Omicron Plus Immobiliare -
Fondo Comune di investmento Immobiliare di Tipo Chiuso”, created and managed by Fimit;
and (ii) “Core Nord Ovest - Fondo Comune di Investimento Immobiliare di Tipo Chiuso”
(“Core Fund”) created and managed by REAM.
On December 30, 2008, UniCredit Real Estate proceeded with a first contribution of 72
buildings located in several cities in Italy (the “First Contribution”) to the Omicron Plus Fund
for a contribution value of about €799 million, whose acquisition by the Omicron Plus Fund
was financed by a pool of banks for about 60%, subsequently paid to UniCredit Real Estate by
way of consideration in cash for the contribution made. For the residual 40% of the value of the
39 To the best of the Issuer’s knowledge, the structure of the CASHES prescribes mechanisms through which
the holders of the CASHES are allowed to participate in the issues of share capital of the Issuer.
- 390 -

First Contribution, shares of the Omicron Plus Fund that were initially underwritten by
UniCredit Real Estate and subsequently entirely placed by it with qualified investors were
issued in favour of UniCredit Real Estate by way of consideration. In this context, lastly, on
September 22, 2009, UniCredit Real Estate concluded an agreement for the transfer of 3,200
shares to Euro Omicron Private Limited, a company connected with GIC RE, real estate branch
of the Government of Singapore Investment Corporation, for a total consideration of about 78
million. The sale to Euro Omicron Private Limited enabled UniCredit Real Estate to complete
the sale of all shares held in the Omicron Plus Fund, generating a capital gain of about €163
million in 2009 (whereof about €131 million during the third quarter of 2009) net of tax effects
and transaction costs, which are added to about €282 million already realised in 2008.
On September 30, 2009, UniCredit Real Estate made a second contribution (the “Second
Contribution”) to the Omicron Plus Fund, involving a portfolio of 179 buildings located in
several Italian cities for a total contribution value of about €527 million. Similarly to the First
Contribution, the acquisition was financed for 60% by a pool of banks whilst, for the residual
40% of the contribution value, additional shares of the Omicron Plus Fund were issued; some
of them have already been placed on the market. The remaining shares held by UniCredit Real
Estate will be placed no later than May 2010 with qualified investors identified by Fimit, in its
capacity as agent for the placement.
Within the scope of the Second Contribution, the validity of the transfer is subordinated,
relatively to some buildings subject to “direct” restraint in accordance with Legislative Decree
no. 42 of January 22, 2004 (the “Restrained Buildings”), to the failure to exercise the first bid
right by the State or by some public agencies identified by the aforesaid legislative decree.
The buildings of the First Contribution and of the Second Contribution shall be leased to
UniCredit Real Estate, and subsequently sub-leased to the companies of the Group with lease
contracts with a validity of 18 years, renewable for 6 additional years, with such characteristics
as to allow the necessary flexibility in the management of the Group’s network.
******
On September 29, 2009, UniCredit Real Estate contributed to the Core Fund (the “Core
Contribution”) a portfolio constituted by 13 historic and highly valuable buildings located in
the cities of Turin, Genoa and Milan, for a contribution value of about €574 million, whose
acquisition by the Core Fund was financed, similarly to the Omicron Plus Fund, for 60% by a
pool of banks and for the remaining 40% of the value of the Core Contribution through the
issue of shares.
In relation to the contribution of the real estate portfolio not comprised among the buildings
subject to restraint, certain shares (equal to 65% of the total shares to be issued) of the Core
Fund were issued in favour of UniCredit Real Estate; 86% of said shares has already been
placed with institutional investors, among them the Fondazione Cassa di Risparmio di Torino
and other bank foundations holding shares in REAM, generating a capital gain, net of tax
effects and transaction costs, of about €110 million.
Instead, with respect to the remaining 35% of the shares related to the portfolio comprising the
buildings subject to restraint, which may be sold during 2010, the issue date was postponed
- 391 -

when the suspending condition occurred (i.e. the failure of legitimated public agencies to
exercise their first bid right).
Most of the buildings contributed to the Core Fund shall be the subject of lease contracts in
favour of the Group with a validity, depending on Group needs, of 6, 12 or 18 years, renewable
for 6 additional years, with similar characteristics to those agreed for the real estate portfolio
contributed to the Omicron Plus Fund.
- 392 -

23. INFORMATION ORIGINATING FROM THIRD PARTIES, EXPERTS’ OPINIONS AND
STATEMENTS OF INTERESTS
23.1. Reports and Expert Opinions
The External Auditors carried out the audit of company and consolidated financial statements,
and the limited audit of the half-year reports and of the quarterly reports, expressing a judgment
without observations with appropriate reports for each year and reference period.
The report of the External Auditors on the condensed quarterly consolidated financial
statements as at September 30, 2009 is attached to the consolidated condensed financial
statements as at September 30, 2009, provided in the Appendix to the Prospectus.
23.2. Information Originating from third parties
The information originating from third parties were faithfully reproduced by the Issuer and, to
the best of UniCredit’s knowledge, also on the basis of information published by said third
parties, no facts were omitted that may make such information inaccurate or misleading.
- 393 -

24. DOCUMENTS ACCESSIBLE TO THE PUBLIC
For the period of validity of the Prospectus, the following documents are available to the public
at the registered office of UniCredit in Rome, Italy, Via A. Specchi, 16, at the Head Office in
Milan, Piazza Cordusio, 2, and at the offices of Borsa Italiana (Italian Stock Exchange) in
Milan, Piazza degli Affari, 6 during working hours and on working days, as well as on
UniCredit’s Website (www.unicreditgroup.eu)
• Memorandum of Association and Articles of Association of the Issuer;
• Prospectus;
• Financial statements of the Issuer as at December 31, 2008, prepared in accordance with
the IFRS;
• Consolidated Financial Statements of the UniCredit group as at December 31, 2008,
prepared in accordance with the IFRS;
• Financial statements of the Issuer as at December 31, 2007, prepared in accordance with
the IFRS;
• Consolidated Financial Statements of the UniCredit Group as at December 31, 2007,
prepared in accordance with the IFRS;
• Financial statements of the Issuer as at December 31, 2006, prepared in accordance with
the IFRS;
• Consolidated Financial Statements of the UniCredit Group as at December 31, 2006,
prepared in accordance with the IFRS;
• consolidated half year report of the UniCredit Group as at June 30, 2008;
• consolidated half year report of the UniCredit Group as at June 30, 2009;
• consolidated quarterly report of the UniCredit Group as at September 30, 2008;
• intermediate consolidated report on operations of the UniCredit Group as at September
30, 2009;
• report on corporate governance as at December 31, 2008;
• the information documents on the allocation of financial instruments to company
officers, employees or collaborators, in accordance with the provisions of Article 114-bis
of the TUF; and
• internal dealing communications.
- 394 -

25. INFORMATION ON EQUITY INVESTMENTS
The tables that follow provide information about the main companies in which the issuer holds,
as at the Date of the Prospectus, such an equity interest as to have a material incidence on the
assessment of the Issuer’s assets and liabilities, financial situation or profits and losses.
For the companies that are directly or indirectly controlled by the Issuer, please see First
Section, Chapter 7, Paragraph 7.2 of the Prospectus.
- 395 -

List of Main Associated Companies
NAME
AIRPLUS AIR TRAVEL CARD
VERTRIEBSGESELLSCHAFT
M.B.H.
ALLIANZ ZB D.O.O. DRUSTVO ZA
UPRAVLJANJIE OBVEZNIM
REGISTERED
OFFICE
COUNTRY
AUSTRIA
CROATIA
BANK CARDS
MANAGEMENT
PENSION FUND
MANAGEMENT
ACTIVITY COMPANY OWNING THE INTEREST
- 396 -
% SHARE OF
EQUITY
% OF VOTING
RIGHTS
IND. DIR. IND. DIR. CURRENCY
SHARE CAPITAL
SHARE
CAPITAL
DINERS CLUB CEE HOLDING AG 33.333 33.333 EUR 2,190.000.00
ZAGREBACKA BANKA DD 4 9 4 9 HRK 9 0 .000.000.00
AVIVA S.P.A. ITALY LIFE INSURANCE UNICREDIT S.P.A. 49.00 49.00 EUR 429,713,613.12
BANK FUR TIROL UND
VORARLBERG
AKTIENGESELLSCHAFT
BKS BANK AG (EHEM .BANK FUR
KARNTEN UND STEIERM ARK AG)
BLUE CAPITAL EQ UITY I GMBH &
CO.KG
AUSTRIA BANK
AUSTRIA BANK
GERM ANY CLOSED FUND
CABO BETEILIGUNGSGESELLSCHAFT
M.B.H.
37.534 41.7
UNICREDIT BANK AUSTRIA AG 9 .851
4.93
CABO BETEILIGUNGSGESELLSCHAFT
M.B.H.
28.013 29.64
UNICREDIT BANK AUSTRIA AG 8 .021
7.46
BLUE CAPITAL EQ UITY GMBH 20.678 20.678
BLUE CAPITAL FONDS G M BH 0 .004
0.004
EUR 5 0 .000.000.00
EUR 65,520.000.00
EUR 67,705.000.00
CAPITALIA ASSICURAZIONI S.P.A. ITALY DAM AG E INSURANCE UNICREDIT S.P.A. 49.00 49.00 EUR 5,200.000.00
CITEC IMMOBILIEN GM BH AUSTRIA REAL ESTATE BANK AUSTRIA REAL INVEST GM BH 3 5 3 5 EUR 5 , 3 8 4 , 6 1 6 .23
CM P FONDS I GM BH GERM ANY PRIVATE EQUITY
BAYERISCHE HYPO- UND
VEREINSBANK AG
32.728 24.99 EUR 2,500.000.00
CNP UNICREDIT VITA S.P.A. ITALY LIFE INSURANCE UNICREDIT S.P.A. 38.80 38.80 EUR 226,698,528.16
COM PAGNIA ITALPETROLI S.P.A. ITALY
FUEL STORAGE,
DISTRIBUTION,
IMPORT/EXPORT
UNICREDIT CORPORATE BANKING
S.P.A.
49 49 EUR 31,673,531.82
COM TRADE GROUP B.V. NETHERLANDS PRIVATE EQUITY HVB CAPITAL PARTNERS AG 2 1 .05 21.05 EUR 101,187,648.00
CREDANTI HOLDINGS LIMITED CYPRUS REAL ESTATE UNICREDIT BANK AUSTRIA AG 30 30 EUR 600.000.00
CREDITRAS ASSICURAZIONI
S.P.A.
ITALY DAM AG E INSURANCE UNICREDIT S.P.A. 50.00 50.00 EUR 12.000.000.00
CREDITRAS VITA S.P.A. ITALY LIFE INSURANCE UNICREDIT S.P.A. 50.00 50.00 EUR 102.000.000.00
CS CARGO HOLDING NETHERLANDS PRIVATE EQUITY HVB CAPITAL PARTNERS AG 30 30 EUR 166,667.000.00
FIRST SHIP LEASE LTD. BERM UDA
HOLDING OF EQUITY
INVESTM ENTS
BETEILIGUNGS-UND
HANDELSGESELLSCHAFT IN
HAM BURG M IT BESCHRANKTER
HAFTUNG
21.458 18.762 USD 45,481,693.96
LAURO VENTIDUE S.P.A. ITALY PRIVATE EQUITY HVB CAPITAL PARTNERS AG 2 4 .264 24.264 EUR 164,850.000.00
M ALGARA FINANZIARIA S.R.L. ITALY
M ARTUR SUNGER VE KOLTUK
TESISLERI TICARET VE SANAYI A.
TURKEY
HOLDING OF EQUITY
INVESTM ENTS
HOLDING OF EQUITY
INVESTM ENTS
UNICREDIT CORPORATE BANKING
S.P.A.
49 49 EUR 18,333.000.00
HVB CAPITAL PARTNERS AG 20 20 EUR 210.000.000.00

S.
NAME
MEDIOBANCA BANCA DI
CREDITO FINANZIARIO S.P.A.
METIS S.p.A. ITALY
OAK RIDGE INVESTM ENT LLC U.S.A.
REGISTERED
OFFICE
COUNTRY
OBERBANK AG AUSTRIA BANK
OBERBANK KB LEASING
GESELLSCHAFT M .B.H.
OESTERREICHISCHE
CLEARINGBANK AG
OESTERREICHISCHE
KONTROLLBANK
AKTIENGESELLSCHAFT
OSTERREICHISCHE HOTEL- UND
TOURISM USBANK
GESELLSCHAFT M .B.H.
ACTIVITY COMPANY OWNING THE INTEREST
- 397 -
% SHARE OF
EQUITY
% OF VOTING
RIGHTS
IND. DIR. IND. DIR. CURRENCY
SHARE CAPITAL
SHARE
CAPITAL
ITALY BANK UNICREDIT S.P.A. 8.66 8.66 EUR 430,529,224.00
AUSTRIA LEASING
TEM PO RARY
EM PLOYM ENT AGENCY
MANAGEMENT OF
INVESTM ENT FUNDS
UNICREDIT S.P.A. 22.65 22.65 EUR 6,600,000.00
PIONEER INSTITUTIONAL ASSET
MANAGEMENT INC
CABO BETEILIGUNGSGESELLSCHAFT
M.B.H.
29.145 32.54
UNICREDIT BANK AUSTRIA AG 4 .188
1.65
COBB BETEILIGUNGEN UND LEASING
GMBH
48.998 48.998 USD 108.25
EUR 86,349,375.00
24 24 EUR 37.000.00
AUSTRIA BANK UNICREDIT BANK AUSTRIA AG 1 8 .511 18.511 EUR 160.000.000.00
AUSTRIA BANK
AUSTRIA
PAYLIFE BANK GM BH AUSTRIA BANK
TOURIST SERVICES
COM PANY
CABET-HOLDING-
AKTIENGESELLSCHAFT
24.75 24.75
SCHOELLERBANK
AKTIENGESELLSCHAFT
8.26 8.26
UNICREDIT BANK AUSTRIA AG 1 6 .14
16.14
EUR 130.000,024.00
UNICREDIT BANK AUSTRIA AG 50 50 EUR 11,627,653.00
EUROVENTURES-AUSTRIA-CA-
M ANAGEM ENT GESM BH
5.777 5.777
SCHOELLERBANK
AKTIENGESELLSCHAFT
4.502 4.502
UNICREDIT BANK AUSTRIA AG 1 3 .585
13.585
EUR 13,234,665.00
RAM IUS LLC U.S.A. LOAN SERVICER BA- ALPINE HOLDINGS, INC. 24.9 0 USD 479,845,980.00
RENAULT LEASING CZ, S.R.O.
CZECH
REPUBLIC
SIA - SSB S.P.A. ITALY
STADION CENTER
EINKAUFS= ERRICHTUNGS GM BH
THE ST. M ARGARETS LIMITED
PARTNERSHIP
LEASING UNICREDIT LEASING CZ, A.S. 50 50 CZK 70.000.000.00
INFORM ATION &
COM M UNICATION
TECHNOLOGY
UNICREDIT S.P.A. 24.07 24.07 EUR 22,091,286.62
AUSTRIA REAL ESTATE BANK AUSTRIA REAL INVEST GM BH 5 0 5 0 EUR 100.000.00
CAYM AN
ISLANDS
TORRE SGR S.P.A. ITALY
LEASING HVB ASSET LEASING LIMITED 20.902 20.902 USD 130,544,738.00
MANAGEMENT OF
INVESTM ENT FUNDS
PIONEER INVESTM ENT M ANAGEM ENT
SOC. DI GESTIONE DEL RISPARM IO
PER AZ
37.50 37.50 EUR 3,200.000.00
WIEN M ITTE IMMOBILIEN GM BH AUSTRIA REAL ESTATE BA-CA W IEN M ITTE HO LDING GMBH 50 50 EUR 35,000.00

(*) NEW NAM E FOR BAYERISCHE HYPO UND VEREINSBANK AG FROM 1 2 .15.2009
List of the Main Minority Shareholders
NAME
AB ACQUISITION HOLDINGS
LIMITED
REGISTERED
OFFICE
SPAIN
STATE
ACTIVITY COMPANY OWNING THE INTEREST
HOLDING OF EQUITY
INVESTM ENTS
- 398 -
% OF EQUITY
OWNED
IND. DIR. IND. DIR.
% OF VOTING RIGHTS SHARE CAPITAL
CURRE
NCY
SHARE CAPITAL
HVB CAPITAL PARTNERS AG 2 .51 0.00 GBP 3,983.000.000.00
BANCA D' ITALIA ITALY CENTRAL BANK UNICREDIT S.P.A. 22.114 22.11 EUR 156.000.00
BANK OF VALLETTA PLC M ALTA BANK UNICREDIT S.P.A. 14.55 14.55 EUR 160.000.000.00
BW A BETEILIGUNGS- UND
VERW ALTUNGS-
AKTIENGESELLSCHAFT
CA IMMOBILIEN ANLAGEN
AKTIENGESELLSCHAFT
AUSTRIA
DEUTSCHE SCHIFFSBANK AG GERM ANY BANK
ISTITUTO PER IL CREDITO
SPORTIVO EDP
LONDON STOCK EXCHANGE
GROUP PLC
HOLDING OF EQUITY
INVESTM ENTS
UNICREDIT BANK AUSTRIA AG 1 2 .63 12.63 EUR 214,435,323.33
AUSTRIA LEASING UNICREDIT BANK AUSTRIA AG 1 1 .91 11.91 EUR 634,370,022.00
BETEILIGUNGS-UND
HANDELSGESELLSCHAFT IN
HAM BURG M IT BESCHRANKTER
HAFTUNG
7.91 7.91 EUR 146,998,800.00
ITALY BANK UNICREDIT S.P.A. 10.81 10.81 EUR 9,554,452.00
UNITED
KINGDOM
SECURITIES EXCHANGE
MANAGEMENT
W USTENROT &
HOLDING OF EQUITY
GERMANY
W URTTEM BERG ISCHE AG
INVESTM ENTS
(*) NEW NAM E FOR BAYERISCHE HYPO UND VEREINSBANK AG FROM 1 2 .15.2009
UNICREDIT S.P.A. 5.95 5.95 GBP 19,325,834.00
UNICREDIT BANK AG (*) 7.54 7.54 EUR 481,067,777.39

List of the Main Companies Subject to Joint Control
NAME
INFORM ATIONS-TECHNOLOGIE
AUSTRIA GM BH
REGISTERED
OFFICE
STATE
KOC FINANSAL HIZM ETLER AS TURKEY
SP PROJEKTENTW ICKLUNG
SCHONEFELD GM BH & CO.KG
UNICREDIT M ENKUL DEGERLER
AS
AUSTRIA IT SERVICES
ACTIVITY COMPANY OWNING THE INTEREST
HOLDING OF EQUITY
INVESTM ENTS
PIONEER INVESTM ENTS AUSTRIA
GMBH
UNICREDIT BANK AUSTRIA AG 5 0 .00
- 399 -
% OF EQUITY
OWNED
% OF VOTING
RIGHTS
IND. DIR. IND. DIR. CURRENCY
0.004 0.004
50.00
SHARE CAPITAL
SHARE
CAPITAL
EUR 3,617,953.00
UNICREDIT BANK AUSTRIA AG 5 0 .00 50.00 TRY 3,011,274,868.44
GERM ANY REAL ESTATE UNICREDIT BANK AUSTRIA AG 5 0 .00 0.00 EUR 100.000.00
TURKEY FINANCIAL BROKERAGE
YAPI KREDI AZERBAIJAN AZERBAIJAN BANK
YAPI KREDI BANK NEDERLAND
NV
NETHERLANDS BANK
YAPI KREDI EM EKLILIK AS TURKEY M IXED INSURANCE
YAPI KREDI FAKTORING AS TURKEY FACTORING
YAPI KREDI FINANSAL KIRALAM A
AO
TURKEY LEASING
YAPI KREDI HOLDING BV NETHERLANDS
YAPI KREDI M OSCOW RUSSIA BANK
HOLDING OF EQUITY
INVESTM ENTS
KOC FINANSAL HIZM ETLER AS 8 9 .26 89.26
YAPI KREDI FINANSAL KIRALAM A AO 0 .00 0.00
YAPI VE KREDI BANKASI AS 1 0 .73
10.73
YAPI VE KREDI BANKASI AS 9 9 .80 99.80
YAPI KREDI YATIRIM MENKUL
DEGERLER AS
0.10 0.10
YAPI KREDI FINANSAL KIRALAM A AO 0 .10
0.10
YAPI VE KREDI BANKASI AS 6 7 .24 67.24
YAPI KREDI HOLDING BV 32.76
32.76
YAPI VE KREDI BANKASI AS 0 .00 0.00
YAPI KREDI FAKTORING AS 0 .04 0.04
YAPI KREDI YATIRIM MENKUL
DEGERLER AS
YAPI KREDI SIGORTA AS 9 9 .92
ENTERNASYONAL TURIZM YATIRIM
A.S.
0.04 0.04
99.92
0.00 0.00
YAPI KREDI FINANSAL KIRALAM A AO 0 .01 0.01
YAPI VE KREDI BANKASI AS 9 9 .95
99.95
YAPI VE KREDI BANKASI AS 9 8 .85 98.85
YAPI KREDI FAKTORING AS 0 .00
0.00
TRY 31,845,375.00
USD 32,750.000.00
EUR 48,589,110.46
TRY 58.000.000.00
TRY 16,802,326.00
TRY 389,927,710.00
YAPI VE KREDI BANKASI AS 100.00 100.00 EUR 59.000.000.00
YAPI VE KREDI BANKASI AS 9 9 .84 99.84
YAPI KREDI FINANSAL KIRALAM A AO 0 .16
0.16
RUB 478,272.000.00
YAPI KREDI PORTFOY YONETIMI TURKEY LOAN SERVICER YAPI VE KREDI BANKASI AS 1 2 .65 12.65 TRY 2,349,443.00

NAME
REGISTERED
OFFICE
STATE
ACTIVITY COMPANY OWNING THE INTEREST
AS YAPI KREDI YATIRIM MENKUL
DEGERLER AS
YAPI KREDI SIGORTA AS TURKEY M IXED INSURANCE
YAPI KREDI YATIRIM MENKUL
DEGERLER AS
YAPI KREDI YATIRIM ORTAKLIGI
AS
TURKEY LOAN SERVICER
TURKEY LOAN SERVICER
- 400 -
% OF EQUITY
OWNED
% OF VOTING
RIGHTS
IND. DIR. IND. DIR. CURRENCY
87.32 87.32
YAPI VE KREDI BANKASI AS 7 4 .01 74.01
YAPI KREDI FAKTORING AS 7 .95 7.95
YAPI KREDI YATIRIM MENKUL
DEGERLER AS
11.99
11.99
YAPI VE KREDI BANKASI AS 9 9 .98 99.98
YAPI KREDI FINANSAL KIRALAM A AO 0 .00
YAPI VE KREDI BANKASI AS 1 1 .09 11.09 TRY
YAPI KREDI YATIRIM MENKUL
DEGERLER AS
44.97
0.00
44.97
SHARE CAPITAL
SHARE
CAPITAL
TRY 80.000.000.00
TRY 98,918,083.46
TRY
31,425.000.00
YAPI VE KREDI BANKASI AS TURKEY BANK KOC FINANSAL HIZM ETLER AS 8 1 .80 81.80 TRY 4,347,051,284.00

SECOND SECTION
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1. RESPONSIBLE PERSONS
1.1 Persons Responsible for the Information
Responsibility for the Prospectus is assumed by the Issuer indicated in First Section, Chapter 1,
Paragraph 1.1.
1.2 Declaration of responsibility
The declaration of responsibility is provided in the First Section, Chapter 1, Paragraph 1.2.
Since this is an offer as option in accordance with Article 2441, first, second and third
paragraph of the Italian Civil Code there is no placement agent and, therefore, the guarantors
are not persons responsible for the information in the Prospectus pursuant to Regulation No.
809/2004/EC, Attachment I, Paragraph 1.
- 402 -

2. RISK FACTORS
For a description of the risk factors associated with the financial instruments, please see First
Section, Chapter 4, of the Prospectus.
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3. FUNDAMENTAL INFORMATION
3.1 Statement about working capital
As at the Date of the Prospectus, the UniCredit Group deems that it has available working
capital to an extent suitable to meet its own current requirements for at least 12 months from
the Date of the Prospectus.
3.2 Own funds and debt
The following table shows the total of direct deposits and net inter-bank as at 30 September
2009.
(millions of €)
Direct deposits 590,104
Trade payables 381,746
Outstanding securities 208,358
Net Inter-bank 26,824
Payables to banks 124,112
Receivables from banks 97,288
Own funds 59,300
Of the Group: capital 8,390
Issue premiums 36,582
Reserves 14,335
Evaluation reserves (1,331)
Treasury Shares (7)
Profit for the period 1,331
Group equity
The Issuer declares that, as at October 31, 2009, there have been no significant changes to the
figures regarding own funds and debt.
For additional information about the UniCredit Group’s own funds and debts, please see First
Section, Chapter 10.
3.3 Interests of natural and legal persons participating in the Offer
The guarantors have assumed the obligation towards UniCredit to underwrite, separately and
without any joint and several restriction, the unsubscribed Shares at the expiration of the offer
in accordance with Article 2441.3 of the Italian Civil Code up to the maximum total amount of
€4 billion. For further information, refer to the Second Section, Chapter 5.4.3.
UniCredit is a shareholder of Mediobanca, holding 8.66% of Mediobanca share capital in
addition to 70,982,659 warrants 2009/2011. Additionally, the Issuer is a party in the block
agreement on Mediobanca stock, stipulated on 4 November 2008 and renewed through 31
December 2011, whose purpose is to assure the stability of the share structure of Mediobanca
as well as the representative nature of its governing body. Mediobanca is considered a Related
Party with respect to the Issuer.
Mediobanca holds a total interest of 5.916% of the capital represented by UniCredit common
stock, equivalent to 991,211,8602 stock of which 967.564.061 (equal to 5.775%) stock in mere
ownership with usufruct right in UniCredit’s favour and pledged in favour of Bank of New
York.
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3.4 Reasons for the Offer and Use of the Proceeds
The Capital Increase is aimed at strengthening the asset base of the UniCredit Group in order to
raise the equity ratios to the level of the best competitors at the international and European
level, whilst guaranteeing that the Group is capable of positioning itself favourably on the
market and exploiting the opportunities deriving from future economic growth.
Although the results of the tests conducted induce to believe that the current capital should
enable the Group to assure compliance with current minimum regulatory requirements even in
case of a so-called stressed scenario, the increase in equity ratios resulting from the proposed
transaction would enable the Group to align in advance to the stricter requirements the
cognisant authorities may decide to set when revising the regulations defined by the Basel II
agreements, and to meet the expectations of rating agencies.
Specifically, the expected impact of the proceeds from the Capital Increase (net of the
estimated costs of the operation) on the Core Tier 1 Ratio and the Tier 1 Ratio amounts to an
increase of approximately 85 basis points, calculated on the figures as at September 30, 2009.
- 405 -

4. INFORMATION ABOUT THE FINANCIAL INSTRUMENTS TO BE OFFERED
4.1 Description of the Shares
The Offer involves 2,516,889,453 Shares, with a notional value of €0.50 each, representing
13.06% of Post-Offer UniCredit Ordinary Share Capital and 13.04% of Post-Offer UniCredit
Share Capital.
The Shares shall have regular enjoyment and they shall, therefore, be fungible with the
UniCredit ordinary shares traded in the MTA, at the Frankfurt Stock Exchange, General
Standard segment, and at the Warsaw Stock Exchange, on the issue date. Consequently, the
Shares shall be provided with coupon no. 31 and the following numbers and the ISIN code
attributed to the Shares shall be IT0000064854.
The option rights for the subscription of the Shares were attributed the ISIN code
IT0004554009; the option rights are represented by coupon no. 30 both for ordinary shares and
for savings shares.
4.2 Law governing the issue of the Shares
The Shares shall be issued according to Italian laws and regulations and they shall be subject to
the same laws and regulations.
4.3 Characteristics of the Shares
The Shares shall be issued in dematerialised form and they shall be registered, indivisible and
freely transferable.
The Shares shall be inserted in the Monte Titoli system for the centralised transfer of shares for
dematerialised financial instruments, in accordance with the provisions of Articles 81 of the
TUF and 28 of Italian Legislative Decree no. 213 of 24 June 1998, as well as with the rules for
the implementation of the TUF adopted by the Bank of Italy and Consob with the decision of
22 February 2008. Monte Titoli has its central office in Via Andrea Mantegna, 6, Milan, Italy.
The Shares that will be underwritten in Germany and in Poland shall also be issued in
dematerialised form and inserted in the Monte Titoli system for the centralised transfer of
shares for dematerialised financial instruments and they shall subsequently be recorded in the
accounts that the central custodians of Germany and Poland, respectively Clearstream and
NDS, have directly or indirectly opened with Monte Titoli. These Shares shall consequently be
inserted in the centralised management systems of Clearstream and NDS.
4.4 Issue Currency of the Shares
The Shares shall be denominated in Euro.
4.5 Description of the Rights Connected to the Shares
The Shares shall have the same characteristics and shall attribute the same rights as the
UniCredit ordinary shares traded in the MTA, at the Frankfurt Stock Exchange (General
Standard segment) and with the Warsaw Stock Exchange, on the issue date.
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With reference to the voting right, pursuant to Section 5, Paragraph 15, of the Articles of
Association of UniCredit “No person having a voting right may exercise it, for any reason, for
a quantity of Company shares exceeding five percent of the share capital having voting right.
For this purpose, the total shareholding by the controlling person, whether natural person or
legal entity or company, by all direct or indirect subsidiaries and associates, is taken into
account; instead, the equity shares included in the portfolio of Mutual funds managed by
subsidiary or associated companies” (for the definition of control and for the computation of
the equity share, see Article 5, Paragraph 15 of the Articles of Association of UniCredit. This
information is included in the Prospectus by reference, in accordance with Article 11 of
Directive 2003/71/EC and with Article 28 of Regulation No. 809/2004/EC, available to the
public at the head offices and at the site www.unicreditgroup.eu, in Italian and English).
In accordance with the same Section 5, Paragraph 15, of the Articles of Association of
UniCredit “In case of violation of the preceding provisions, any shareholders’ meeting
resolution may be impugned in accordance 2377 of the Italian Civil Code, if the required
majority would not have been reached without such violation. The Shares for which the voting
right may not be exercised are in any case computed for the purposes of the regular
constitution of the Meeting”.
With reference to the dividend right, in accordance with Section 32 of the Articles of
Association of UniCredit, “The net profit resulting from the financial statement is allocated as
follow:
(a) to the reserve, a portion of no less than 10%; if the reserve exceeds the maximum
prescribed by legal requirements, the profit is allocated first to the savings shares in
the portion set out in item b) below;
(b) to the savings shares is assigned an amount until five percent of their notional value is
reached; when a dividend lower than five percent of their notional value has been
assigned in the course of a financial year, the difference is computed to increase the
preferred dividend in the two subsequent years; the residual profits after the
assignment of the aforesaid dividend to the savings shares are allocated among all
shares in such a way that to the savings share is assigned a total dividend increased,
relative to that of the ordinary shares, by three percent of the notional value of the
shares;
(c) subject to the above provisions with respect to the total increased dividend to which
the savings shares, the ordinary shares are attributed an amount up to five percent of
their notional value;
(d) the residual profit whose distribution is decided by the Shareholders’ Meeting is
allocated among all shares in addition to the allocations as per letters b) and c);
(e) on the allocation of the undistributed profit, the Shareholders’ Meeting resolves upon
the proposal of the Board of Directors”.
In accordance with the second paragraph of the same Section 32 of the Articles of Association
of UniCredit “The Shareholders’ Meeting, at the Board’s proposal, may also resolve the
formation and increase of extraordinary and special reserves to be drawn from the net profit
also before the allocations as per letters c), d) and e) above.”
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Uncollected dividends default to the Company after five years from the day they became
collectable.
4.6 Indication of the Authorisation and of the Resolution whereby the Shares will be issued
On November 12, 2009, with assessment decision no. 366485, the Bank of Italy authorised the
amendment to the articles of association deriving from the capital increase, in accordance with
Article 56 of the TUB.
On November 16, 2009, the extraordinary shareholders' meeting of UniCredit, at the proposal
of the Board of Directors of September 29, 2009, resolved the capital increase, within which
the Shares shall be issued.
4.7 Planned Share Issue Date
The Shares subscribed before the end of the Option Term shall be made available on the
accounts of authorised intermediaries that are approved users of the Monte Titoli central
depository system on the same date, as from February 1, 2010, on which the Company has
proof of the amounts paid for the exercise of the options, unless delayed for reasons beyond the
control of the Company. The Shares shall be made available to those entitled, through the
authorised intermediaries adhering to the system for the centralised transfer of shares of Monte
Titoli, Clearstream or NDS no later than the tenth open market day after the expiration of the
option term.
Because of the different procedures for registering the Shares with Clearstream and NDS, in
Germany and Poland the Shares may not be made available to those entitled in the terms set out
above (on the notice of assignment, see Second Section, Chapter 5, Paragraph 5.2.4 of the
Prospectus).
4.8 Limitations to the Free Transferability of the Shares
There are no limitations to the free transferability of the Shares
4.9 Existence of any Rules on Public Acquisition Offer Obligations and/or Sell-out
Obligations and Squeeze-out in relation to the Shares
The Shares shall be subject to the rules set out by the TUF and by the related implementing
regulations, among them the Issuers' Regulations, with particular reference to the rules on
public acquisition offers (Article 106 TUF), purchase obligations (sell-out) (Article 108 TUF)
and acquisition rights (squeeze-out) (Article 111 TUF).
4.10 Takeover bids carried out by third parties on Company shares during the last financial
year and the current financial year
The ordinary and savings chares of UniCredit were not the object of takeover bids promoted by
third parties during the last financial year and the current financial year.
4.11 Tax Rules
4.11.1 Italy
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Some general information about the tax rules to be applied to the acquisition,
possession and transfer of the Shares for certain categories of investors are indicated
below. The following is not meant as an exhaustive analysis of all the tax
consequences of the acquisition, possession and transfer of the Shares.
The tax treatment illustrated below is based on Italian tax laws in force at the Date of
the Prospectus, with the proviso that it may be subject to changes which may also be
retroactive. In particular, laws could be enacted for the revision of the percentages of
withholding tax on capital income and of other financial income or of the measures of
substitute taxes pertaining to the same income. The approval of such laws changing
the current regulations could, therefore, have an impact on the tax treatment of the
Shares as it is described in the paragraphs that follow. If such an event occurs,
UniCredit will not update this section to take into account the changes made even if,
as a result of such changes, the information provided in this section is no longer valid.
Investors are responsible for consulting their own professional advisers with respect
to the tax treatment of the acquisition, possession and transfer of the Shares.
Definitions
For the purposes of Paragraph 4.11.1 of the Prospectus, the defined terms have the
following meaning:
− “Shares”: the UniCredit ordinary shares of the Offer;
− “Qualifying Holdings”: interests in companies traded on regulated markets,
constituted by the possession of interests (other than savings shares), rights or
securities, through which the aforesaid interests can be acquired, which represent
a total percentage exceeding 2% of the voting rights exercisable in the General
Shareholders’ Meeting or an interest exceeding 5% in the capital or equity;
− “Non Qualifying Holdings”: interests in companies traded on regulated markets,
other than Qualifying Holdings;
− “Disposal of Qualifying Holdings”: disposal for good, valuable and fungible
consideration of shares, other than savings shares, rights or securities through
which shares can be acquired, which exceed, within twelve months, the limits for
the Qualifying Holding qualification.
− The twelve month term starts elapsing from the time when the possessed
securities and rights represent a percentage of the voting rights or of the interest in
the company that exceeds the aforesaid limits. For rights or securities through
which interests can be acquired, the percentages of voting rights or of interest in
the capital that can potentially be connected to the interests are taken into account.
− “Disposal of Non Qualifying Holdings”: disposal for good, valuable and
fungible consideration of shares, other than savings shares, right or securities
through which shares can be acquired, other than Disposals of Qualifying
Holdings.
Dividends Collected by Resident Persons
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Dividends allocated on the Company’s shares shall be subject to the fiscal rules
ordinarily applicable to the dividends paid by companies fiscally residing in Italy.
In particular, the following different manners of taxing the dividends are
prescribed, according to the nature of the collecting person:
Natural persons
The dividends paid to natural persons fiscally residing in Italy on shares, owned
outside the enterprise and constituting Non Qualifying Holdings, are subject to a
withholding tax with 12.5% rate, with recoupment obligation, without the
obligation for shareholders to report collected dividends in their tax return.
However, on the dividends paid for equity investments related to shares inserted
in the centralised deposit system managed by Monte Titoli, such as the Shares, in
lieu of the aforesaid withholding, a tax substituting income tax is applied and
withdrawn with the same rate of 12.5% by the resident or non resident
intermediaries with whom the securities are deposited, adhering to the centralised
deposit system managed by Monte Titoli directly or through foreign centralised
deposit systems adhering to the Monte Titoli system. Non resident intermediaries
appoint a tax representative in Italy, such as a resident bank or securities
brokerage company, a stable organisation in Italy of non resident banks or
investment firms, or an authorised centralised financial instruments management
company in accordance with Article 80 of the TUF.
If such holdings are transferred in a capital mass managed by a qualified
intermediary and, with reference thereto, the so-called “managed investments tax
treatment”, the dividends paid for the holdings are not subject to the treatment
described above, but they contribute to form the total annual accrued result of
operations, subject to substitute tax withdrawn with a rate of 12.5% (see below the
Paragraph related to the taxation of the capital gains realised by resident natural
persons by Disposal of Non Qualifying Holdings).
The dividends paid to natural persons fiscally residing in Italy in relation to
holdings related to the company, or to Qualifying Holdings, are not subject to any
withholding at source or substitute tax provided that, upon collection, the
percipients declare that said objective conditions are met.
These dividends partially contribute to the formation of the percipient’s total
taxable income. Implementing Article 1, Paragraph 38 of Law 244 of 24
December 2007 (the “2008 Budget Law”), the Ministry of the Economy and
Finance, with ministerial decree of 2 April 2008, raised the taxable part of said
divided from 40% to 49.72% of their amount, subject to progressive taxation of
the income tax for natural persons (“IRPEF”), drawn with rate between 23% and
43%, plus the regional and city additional taxes, drawn with a total rate not
exceeding 2.2%. This taxable percentage shall be applicable to the dividends
distributed on profits produced starting from the year following the one ongoing
as at December 31, 2007, whilst for dividends distributed in relation to profits
generated up to the year ongoing as at December 31, 2007, the taxable rate shall
remain 40% of the amount. For this purpose, starting from the distribution
- 410 -

esolution following the one pertaining to the profit of the year ongoing as at
December 31, 2007, the profits produced by the company until that date are
considered distributed by priority.
Partnerships, joint-stock companies and business entities
The dividends collected by general partnerships, limited partnerships and
equivalents (excluding non-business associations) as per Article 5, Italian
Presidential Decree 917/1986, and by persons subject to the income tax on
companies (“IRES”) as per Article 73, first Paragraph, Letters a) and b), Italian
Presidential Decree 917/1986, i.e. by joint-stock companies, limited partnerships,
limited liability companies, public and private entities whose exclusive or main
purpose is to perform commercial activities, fiscally residing in Italy, are not
subject to withholding tax or substitute tax.
In particular, the dividends collected by:
− partnerships (e.g., general partnerships and limited partnerships), partially
contribute to the formation of the total taxable income of the percipient
shareholder for 49.72% of the related amount, with reference to the dividends
distributed on profits produced starting from the year following the one
ongoing as at December 31, 2007;
− persons subject to IRES (e.g., joint-stock companies and limited partnerships
in which the interests of limited partners are represented by shares), contribute
to firm the total taxable income of the percipient for only 5% of their amount,
subject to ordinary rate, currently 27.5%. The dividends collected by
companies that prepare the financial statements in accordance with
International Accounting Standards, in relation to shares held for trading,
contribute to the formation of taxable income for their entire amount.
Non Commercial Entities
The dividends collected by the entities as per Article 73, First Paragraph,
Letter c) Presidential Decree 917/1986, i.e. by public and private entities,
other than companies, whose exclusive or main purpose is not to perform
commercial activities, are not subject to any withholding tax or substitute tax
and they contribute to the formation of the IRES taxable income of said
entities for 5% of their amount.
Exempt Persons
The dividends collected by IRES exempt persons are subject to a withholding
tax with the rate of 27%. However, on the dividends distributed on profits
deriving from shares inserted in the centralised deposit system managed by
Monte Titoli, such as the Shares, a tax substituting income tax, drawn with the
same rate of 27%, is applied in lieu of the aforesaid withholding tax.
Real Estate Mutual Funds
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In accordance with Italian Law Decree no. 351 of September 25, 2001,
converted with amendments into Italian Law no. 410 of November 23, 2001,
and as a result of the amendments made with Article 41-bis of Italian Law
Decree no. 269 of September 30, 2003, converted with amendments into
Italian Law no. 326 of November 24, 2003, the dividends collected by real
estate mutual funds instituted in accordance with Article 37 of the TUF, or of
Article 14-bis of Italian Law no. 86 of January 25, 1994, as well as by the real
estate investment funds instituted before September 26, 2001, are not subject
to any withholding tax. These funds, in addition to not being subject to
income taxes and to the regional tax on production, are not subject to any
substitute tax on the net asset value of the fund. The income deriving from
shares in these funds are generally subject to a withholding tax of 20%.
Pension Funds and UCITS
Dividends collected by pension funds as per Italian Legislative Decree no.
252 of December 5, 2005 and dividends collected by Italian Undertakings for
Collective Investment in Transferable Securities (“UCITS”), subject to the
treatment as per Article 8, Paragraphs 1 through 4, Legislative Decree no. 461
of November 21, 1997, are not subject to any withholding tax or substitute tax
and contribute to the formation of the related annual operating income
accrued by them, subject to a substitute tax drawn with the rate of 11% for
pension funds and 12.5% for UCITS.
Dividends Collected by Non-Resident Persons
Dividends collected by persons not residing in Italy and lacking a stable
organisation in the territory of the State where the shares are actually
connected are subject to a withholding tax of 27%. With regard to the shares
centralised with the Monte Titoli system, such as the Shares, instead of the
aforesaid withholding tax, a substitute tax is applied with the same rate of
27% (on said substitute tax, please see the previous paragraph on the taxation
of the dividends collected by resident natural persons). If, instead, the non
resident person has a stable organisation in Italy and the share with reference
to which the dividends are paid is actually connected to it, the paying person
does not have to apply any withholding tax and the dividend contribute to the
determination of the business income of the stable organisation subject to
taxation in Italy with a rate of 5% of their amount, or for the entire amount if
they relate to securities held for trading by persons who apply the
International Accounting Standards.
The withholding tax is reduced to 1.375% on dividends distributed on profits
produced starting from the financial year following the one ongoing as at
December 31, 2007 to companies and entities (i) fiscally residing in a member
State of the European Union, or in a State adhering to the agreement on the
European economic space included in the list to be prepared with decree of
the Ministry of the Economy and Finance in accordance with Article 168-bis,
Italian Presidential Decree 917/1986, and (ii) subject to income tax therein.
Shareholders not residing in Italy for fiscal purposes, other than savings
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shareholders, and the companies and entities indicated in the previous
Paragraph, can ask for reimbursement, up to 4/9 of the tax withheld in Italy,
of the tax they demonstrate they have definitively paid abroad on the same
profits, upon showing the related certification of the tax office of the foreign
State to the cognisant Italian tax authorities.
Alternatively to the aforesaid reimbursement, a reduction of the rate may be
applied by virtue of any relevant international conventions against double
taxation. Such international conventions generally recognise the right of the
non resident shareholder to request reimbursement of the excess amount of
the tax withheld by virtue of internal Italian rules with respect to the tax
applicable according to the convention. However, with reference to the shares
centralised with the Monte Titoli system, such as the Shares, the
intermediaries with whom the securities are deposited or their tax
representative, in case of non resident intermediaries, apply the conventional
rate directly if they acquire prior to the payment of the dividend and according
to the procedures they indicate to the shareholders:
− a statement of the non resident person who is the actual beneficiary of the
profits, providing the identifying data of that person, the existence of all
conditions to which the application of the conventional treatment is
subordinated and any elements necessary to determine the measure of the
rate applicable in accordance with the convention;
− a certification of the cognisant tax authority of the State where the actual
beneficiary of the profits resides, proving residence in that State in
accordance with the convention; said certification is effective until March
31 of the year after the year of its presentation.
Distribution of Reserves
Specific instructions regulate the taxation of the distribution of some reserves,
including reserves or funds constituted with issue premiums, with balance
interest paid by the underwriters, with non returnable or capital account
shareholders’ payments and with tax exempt currency revaluation balances. In
certain circumstances, this distribution can originate taxable income for the
percipient depending on the existence of operating profits and of the reserves
recorded in the financial statements of the company on the date of the
distribution and on the nature of the distributed reserves. The enforcement of
these instructions may impact on the measurement of the fiscally recognised
cost of the Shares or on the qualification of the collected income and of the
related tax treatment applicable to it. Non resident shareholders may be
subject to taxation in Italy as a result of the distribution of said reserves.
We recommend consulting your tax advisor in case of distribution of such
reserves.
Capital Gains Deriving from the Transfer of Shares
Resident Persons
- 413 -

Natural persons
Capital gains, other than those achieved in the operation of commercial
enterprises, realised by natural persons fiscally residing in Italy by disposal
for good, valuable and fungible consideration of the Shares, as well as of
securities or rights through which the Shares can be acquired, are subject to a
different tax treatment according to whether it is a Disposal of Qualifying
Holdings or a Disposal of Non Qualifying Holdings.
(a) Disposal of Non Qualifying Holdings
The capital gains, net of the associated capital losses, deriving from Disposals
of Non Qualifying Holdings are subject to the substitute tax on share capital
gains, drawn with the rate of 12.5%, based on one of the following
treatments:
• so-called “return treatment”: this is the treatment ordinarily applicable,
unless the taxpayer opts for one of the other two treatments described
below; the taxpayer shall indicated in the income tax return the capital
gains realised during the tax period and pay the substitute tax within the
terms and in the manners prescribed for payment of income tax due in
relation to the same period. If the total amount of the capital losses is
greater than that of the capital gains, the excess can be deducted until the
value is equal to that of the capital gains realised in subsequent tax
period, but not beyond the fourth period;
• so-called “administered savings treatment”: it may find application
provided that the Shares are entrusted in custody or administration to an
authorised intermediary and the taxpayer communicates in writing that
he wants to opt for this treatment; the substitute tax is paid by the
authorised intermediary on the capital gains realised as a result of each
disposal of the Shares by withholding a tax on the amounts to be paid to
the shareholder. Any loss deriving from the disposal of the Shares may
be compensated with any capital gains realised subsequently, within the
same relationship, in the same tax period or in the four subsequent ones;
• so-called “managed savings treatment”: a prerequisite for the selection
of this treatment is to appoint an authorised intermediary to manage
assets. If this treatment is applied, at the end of each tax period the
intermediary applies a substitute tax of 12.5% on the increase in the
managed assets accrued within the tax period, even if it was not
collected, net of income subject to withholding tax, of income that is
exempt or otherwise not subject to taxation, of the income that
contributes to form the taxpayer’s total income, of the revenues deriving
from shares of undertakings for collective investment in transferable
securities subject to substitute tax as per Article 8, Italian Legislative
Decree no. 461 of November 21, 1997 and from Mutual funds investing
in securities as per Italian Law no. 86 of January 25, 1994. In the
managed savings treatment, the capital gains realised by the Disposal of
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Non Qualifying Holdings contribute to form the increase in managed
assets accrued in the related tax period, subject to the substitute tax of
12.5%. The negative result of operations achieved in a tax period may be
computed to reduce the positive result of operations of the four
subsequent tax periods for the amount that fits in each of them.
Exercising the option for the second or third treatment causes the
investor not to be obliged to report the capital gains realised in his
income tax return.
(b) Disposal of Qualifying Holdings
The capital gains, net of the related capital losses, deriving from Disposals of
Qualifying Holdings achieved by natural persons outside the operation of
commercial enterprises contributed only partially to the formation of taxable
income for IRPEF purposes. Implementing the 2008 Budget Law, the
Ministry of the Economy and Finance, with ministerial decree of April 2,
2008, raised the taxable part of said capital gains from 40% to 49.72% of the
related amount, with reference to the capital gains realised starting from
January 1, 2009. The previous rate of 40% for the contribution to the
formation of taxable income remains applicable also for the capital gains
related to realisations completed before January 1, 2009 but whose payments
were collected in full or in part starting from the same date. The taxation of
capital gains realised by Disposals of Qualifying Holdings takes place
exclusively upon the annual tax return.
Capital losses are deducted from the taxable income for the same amount
and, if they exceed the capital gains realised in a given tax period, they can be
brought forward as deductions, to exhaustion, from the capital gains realised
in subsequent tax periods, but not beyond the fourth such period.
Natural persons exercising enterprise activities and Partnership
The capital gains realised by fiscally resident natural persons in relation to
Shares related to the enterprise, as well as by general partnerships, limited
partnerships and equivalent as per Article 5, Presidential Decree no.
917/1986, excluding non-business associations, by disposal of the Shares for
good, valuable and fungible considerations, contribute for the entire amount
to form the taxable enterprise income, subject to taxation in Italy according to
the ordinary treatment. However, if the de facto and de jure conditions
indicated herein are met, the capital gains contribute to the formation of the
taxable enterprise income for 49.72% of the related amount, with reference to
the capital gains realised starting from January 1, 2009 (see the preceding
Paragraph on the taxation of capital gains realised by resident natural persons
by Disposal of Qualifying Holdings).
Corporations and business entities
The capital gains deriving from disposals for good, valuable and fungible
consideration of Shares, completed by joint-stock companies and limited
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partnerships in which the interests of limited partners are represented by
shares, limited liability companies, public and private entities whose sole or
main purpose is to exercise commercial activities contribute to form their
total taxable income for their entire amount according to the ordinary tax
treatment, i.e. if the transferred Shares were recorded as financial fixed assets
in the last three financial statements, the disposing person may opt to let any
capital gain achieved in the tax period of interest and in the subsequent ones,
but not beyond the fourth period, contribute to taxation. Realised capital
losses are generally deductible; however, they are not relevant until reaching
the non taxable amount of the dividends, or of their advances, collected in the
thirty-six months preceding the realisation, with reference to the Shares
acquired in the thirty-six months preceding said realisation, unless the
transferor prepares the financial statements in accordance with the
International Accounting Standards.
The capital gains realised as a result of the disposal for good, valuable and
fungible consideration of shares of companies residing in Italy traded in a
regulated market, such as the Shares, do not contribute to the formation of the
taxable income for IRES purposes for 95%, and are therefore subject to
taxation for IRES purposes solely for the residual 5%, provided that:
(a) the share was held uninterruptedly by the transferor from the first
day of the twelfth month preceding the month of the transfer,
considering transferred first the shares acquired most recently;
(b) the share had been classified in the category of financial fixed
assets in the first financial statements closed during the period of
possession
The related capital losses, instead, are totally non-deductible if the shares
were not held uninterruptedly from the first day of the twelfth month
preceding the month of the transfer. In relation to the deductible capital
losses, it should be stressed, however, that if the amount of the aforesaid
capital losses exceeds €50,000, even as a result of multiple transactions, the
taxpayer shall notify the data and information about the transaction to the
Italian Inland Revenue. The detail of the information that shall be provided in
the notice, in addition to the terms and procedures of said notice, are set by
the Italian Inland Revenue instruction of March 29, 2007. In case of omitted,
incomplete or unfaithful notice, the realised capital loss will not be deductible
for tax purposes.
For certain types of companies, such as banks and insurance companies, and
under certain conditions, the capital gains realised by the aforesaid persons by
transfer of shares contribute to form also the related net value of production,
subject to regional tax on production (“IRAP”), generally drawn with a rate
of 3.9%.
Non Commercial Entities
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Capital gains realised by resident non commercial entities are subject to
taxation with the same rules prescribed for capital gains realised by natural
persons on shares held under other than enterprise treatment.
Pension Funds and UCITS
The capital gains realised by pension funds fiscally residing in Italy as well as
by UCITS are subject to the same treatment described in the Paragraph on
taxation of dividends collected by such persons.
Real Estate Mutual Funds
Capital gains realised by real estate mutual funds instituted in accordance
with Article 37 of the TUF and with Article 14-bis of Italian Law no. 86 of
January 25, 1994, are subject to the same treatment described in the
Paragraph on the taxation of dividends collected by such persons.
Non Resident Persons
Capital gains realised by persons not residing fiscally in Italy, lacking a stable
organisation in Italy to which the shares are actually connected, deriving
from:
− Disposals of Non Qualifying Holdings in companies whose shares are
traded in regulated market, like UniCredit, are not subject to taxation in
Italy, even if held there. To benefit from said exemption, shareholders not
residing fiscally in Italy may have to produce a self-certification declaring
that they do not reside fiscally in Italy;
− Disposals of Qualifying Holdings contribute to the formation of the
transferor’s total income for 49.72% of the related amount, with reference
to the capital gains realised starting from January 1, 2009 (see the
preceding Paragraph on the taxation of capital gains realised by resident
natural persons by Disposal of Qualifying Holdings).
Any exemption in Italy which may be provided by international conventions
against double taxation, when applicable, remains valid in any case.
With respect to non resident persons who hold the share through a stable
organisation in Italy, such amounts contribute to the formation of the income
of the stable organisation according to the tax treatment prescribed for capital
gains realised by corporations that reside fiscally in Italy.
Tax on Stock Exchange Contracts
Law Decree no. 248 of 31 December 2007, converted by Italian Law no. 31 of
February 28, 2008, repealed the tax on stock exchange contracts, regulated by
Royal Decree no. 3278 of December 30, 1923, as amended by Article 1 of
Italian Legislative Decree no. 435 of November 21, 1997.
Inheritance Tax and Donation Tax
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Italian Law Decree no. 262 of October 3, 2006, converted, with amendments,
by Italian Law no. 286 of November 24, 2006, re-introduced the inheritance
and donations tax on transfers of assets and rights as a result of death or of
donation or gratuitously and on the constitution of destination restrictions. For
all matters not regulated by Paragraphs 47 to 49 and 51 to 54 of the Annex to
Italian Law no. 286 of November 24, 2006, the provisions of Italian
Legislative Decree no. 346 of October 31, 1990, in the text in force on 24
October 2001, apply because they are compatible. Transfers of assets and
rights because of death are subject to the inheritance tax, and donations and
free transfers of assets and rights and the constitution of restrictions on the
destination of assets are subject to the donations tax with the following rates
on the total net value of the assets:
− for the assets and rights transferred in favour of the spouse and the next of
kin, the rate is 4%, with an allowance of €1,000,000 for each beneficiary;
− for assets and rights transferred in favour of other relatives to the fourth
degree and of persons related by direct affinity, as well as collateral
affinity to the third degree, the rate is 6% (with allowance of €100,000 for
siblings only);
− for assets and rights transferred in favour of other persons, the rate is 8%
(without any allowance).
If the beneficiary is affected by a handicap recognised as severe in accordance with Law no. 104
of February 5, 1992, the tax applies solely on the part of the value of the asset that exceeds
€1,500,000 regardless of the existence or degree of the kinship or affinity existing between the
deceased or the donor and the beneficiary.
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4.11.2 Germany
The following section provides a short summary of certain substantial German tax
principles which are or may become relevant in relation to the acquisition, possession
or transfer of shares by shareholders residing in Germany. The present summary is
not meant to provide a detailed or complete description of all tax evaluations which
may pertain to shareholders fiscally residing in Germany. The summary is based on
the German tax laws in force on the Date of the Prospectus and on the treaty against
double taxation currently in force between Italy and Germany. There is also a
description of some changes in the taxation on shareholders, introduced by the 2008
German Law Reforming Taxes on Companies (Unternehmenssteuerreformgesetz
2008) which will come into force in the tax periods starting from 2009. It should be
noted that laws and treaties may change, and such changes may also have retroactive
effect. The above also applies for the rules that govern the reimbursement of any tax
withheld (Kapitalertragsteuer) applied.
The tax information illustrated in the Prospectus does not replace personalised tax
advice. Potential purchasers of shares offered with this document are invited to
consult their tax advisors in relation to the fiscal consequences of the acquisition,
possession and disposal of the shares. The specific situation of each shareholder can
be adequately analysed only through personal tax advice.
Taxation of Shareholders Residing in Germany
Shareholders residing in Germany are taxed in relation to the possession of shares
(taxation of dividends), to the sale of shares or subscription rights (taxation on capital
gains) and to the gratuitous transfer of shares (inheritance and donations tax). Starting
from the 2009 tax period, taxation at the shareholder level was subjected to substantial
changes as a consequence of the introduction of a fixed rate tax (Abgeltungsteuer) and
of other changes of German laws on income taxes. The Prospectus describes the
taxation of dividends and of capital gains solely in accordance with the tax laws
applicable starting from the 2009 tax period.
The German Withholding Tax on Dividends and Capital Gains
The payment of dividends on shares and the capital gains deriving from the sale of
shares are generally subject to a withholding tax of 25% plus a solidarity surtax of
5.5% (for a total rate of 26.375%) and, at the individual shareholder’s request, of a
church tax if the shareholder is subject to taxation in Germany and a payment agent
residing in Germany (German financial institutions, German financial service
providers, German branches of a foreign financial institutions or of a foreign financial
services provider, a German company or bank specialised in securities trading) has the
custody of, or administers the shares or provides for the sale of shares and pays or
credits the dividends or, as the case may be, the proceeds from the sale. The
withholding tax is not applied by a payment agent residing in Germany on the
dividends paid and the capital gains of shares if the shares are possessed for enjoyment
by a German financial institution, a German financial service provider, a German
branch of a foreign financial institution or by a foreign financial service provider or by
a German investment firm. The shareholders who present to their custodian bank a
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valid certificate of non-assessment (Nichtveranlagungs-Bescheinigung) issued by the
cognisant fiscal office receive the dividends or the proceeds from the sale of shares
without the deduction of the withholding tax. This principle applies to individual
shareholders who provided a deduction order (Freistellungsbescheinigung) to their
custodian bank, to the extent to which the amount indicated in said order has not
already been fully used for the individual shareholder’s other proceeds from private
investments.
Taxation of Dividends
Shares Owned as Personal Assets
If a natural person who owns shares as personal assets resides fiscally in Germany (or
persons whose residence or habitual abode is in Germany), any dividend distributed
after December 31, 2008 is subject to a special tax with fixed rate of 25% plus 5.5% of
solidarity tax thereon (for a total rate of 26.375%) (Abgeltungsteuer), plus church
taxes, if applicable.
As a general rule, the fixed rate tax shall be applied through a withholding tax on
dividends paid by a German payment agent. The withholding tax of 25% plus 5.5% of
solidarity tax thereon (for a total rate of 26.375%) is withheld on the shareholder’s
behalf and paid to German tax authorities. The basis of the withholding tax is
constituted by the dividends approved by the General Shareholders’ Meeting of the
Company. The shareholder’s obligation pertaining to income taxes on dividends is
considered liquidated with the withholding tax and the shareholder is not obliged to
report the dividend income in his/her income tax return – with certain exceptions, e.g.
in relation to church taxes. As a general rule, it is assumed that the payment agent
credits the foreign taxes withheld on the dividends to offset the German withholding
tax up to the amount of the German rate of the withholding tax, i.e. 25%, and applies
the standard deduction for all investment income, i.e. €801.00 (€1,602.00 for married
couples filing jointly) per calendar year. Additional details apply.
Dividends not paid by a German payment agent, which were not subjected to the
German withholding tax, must be reported in the income tax return. Moreover, even if
the dividends were subjected to the withholding tax, the shareholder may still request
in his annual return to include them in the formal tax assessment procedure for the
purpose, for example, of requesting the standard deduction for investment income
(Sparer-Pauschbetrag), to use a loss brought forward, or to request the external tax
credit not accounted for by the payment agent. In these circumstances, dividends are
taxed within the scope of the formal assessment procedure, whilst still being subject to
the fixed rate (plus 5.5% of solidarity tax thereon) and not to the marginal tax rate on
the shareholder’s income. The deduction of actual expenses correlated to income is
excluded.
The shareholder may also request to subject the dividend income to his own personal
progressive rate instead of the fixed rate if the consequent tax burden is lighter
(Günstigerprüfung). Moreover, at the shareholder’s request, the fixed rate does not
apply to dividends distributed by the Company if the shareholder (i) owns a share of
more than 25% of the Company or (ii) owns a share of at least 1% of the Company
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and is an employee of the Company. Additional details are applied to this request.
60% of such dividends are subject to tax (partial income method,
Teileinkünfteverfahren) based on the progressive rate applicable to the individual
shareholder (tax rate up to 45%) plus 5.5% solidarity tax thereon (resulting in a
maximum total tax rate of 47.5% in case of maximum personal rate of 45%) plus
church taxes, if applicable. The expenses economically correlated to said dividend
income may be deducted exclusively within the limit of 60%. Additionally, the
standard deduction for investment income is not allowed.
Shares Owned as Company Assets
If the shares are owned as company assets, taxation depends on whether the
shareholder is a joint-stock company, a sole proprietorship or a commercial
partnership (Mitunternehmerschaft).
The taxes withheld by the German payment agent and paid to the German tax
authorities are credited to offset the shareholder’s liabilities for income taxes (of the
company) (and of the liabilities for church taxes, if applicable) within the scope of the
formal assessment procedure or reimbursed to the extent to which there was a
payment exceeding what was due; the same scheme is applied to the solidarity tax.
The special fixed tax rate is not applied.
Shareholders incorporated in the form of joint-stock companies
With certain exceptions for companies operating in the finance and insurance industry,
in general 95% of dividends received by joint-stock companies residing in Germany
(or entities whose registered office or place of actual management and control is in
Germany) are exempt from company income taxes and from the solidarity tax. 5% of
dividends received is considered non-deductible company cost and, therefore, it is
subjected to income taxes on companies at the rate of 15% plus 5.5% of solidarity tax
thereon (for a total rate of 15.825%). However, all actual expenses directly related to
the dividends are deductible in principle. No minimum holding threshold or minimum
duration of possession is applied. However, the entire amount of any dividend
remaining after the deduction of expenses related to the dividends is subject to trade
taxes, unless the company owns 10% of more of the share capital of the Company at
the start of the pertinent tax period. In this case only 5% of the dividends is subject to
trade taxes.
Sole proprietorships
If the shares are owned as a company asset by a sole proprietorship, 60% of dividends
is subject to income taxes. Only 60% of company expenses economically correlated to
such dividends are tax deductible. If the shares are owned as assets of a business
enterprise or of a company, the dividends are totally subject to trade taxes, unless the
taxpayer owns 10% or more the share capital of the Company at the start of the
pertinent tax period. In this case, the net amount of the dividends, i.e. after the
deduction of company expenses directly related to the dividends, is exempt from trade
taxes. Trade taxes are generally credited for the shareholder’s personal tax liabilities in
accordance with the standard tax credit method.
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Commercial Partnerships
If the shareholder is a partnership, the income taxes on natural persons or the income
taxes on legal persons shall be assessed solely at the individual partner level. If the
shareholder is a joint-stock company fiscally residing in Germany, 95% of dividends
will generally be tax exempt (see the previous Paragraph on joint-stock companies). If
the shareholder is a natural person, 60% of dividends will be subject to income taxes
on natural persons, including the solidarity tax and church taxes, if applicable (see the
previous Paragraph on sole proprietorships).
In principle, the total amount of the dividends is subject to trade taxes at the
partnership level if the shares are owned as commercial or company assets, regardless
of whether the shareholders are natural persons or corporations. If the partnership
owned at least 10% of the share capital of the Company at the start of the pertinent tax
period, only 5% of the dividends is subject to trade taxes to the extent to which the
shareholders are joint-stock companies; the net amount of the remaining part, i.e. after
the deduction of company expenses directly associated to the dividends, is entirely
exempt from trade taxes. For shareholders who are natural persons, the trade taxes
paid by the company are credited against the personal tax liabilities for income taxes
of each shareholder in accordance with the standard tax credit method.
Taxation of Capital Gains Deriving from the Transfer of the Shares
Shares acquired before January 1, 2009 and owned as private assets
The capital gains deriving from the transfer of shares owned as private assets by a
natural person who resides in Germany are generally subject to income taxes
according to the tax rate applicable to said person, plus 5.5% of solidarity tax thereon
and church taxes, if applicable, provided that (i) the transfer takes place within one
year from the date of acquisition of the shares (“Short Term Sale”), or (ii) the natural
person or, in the case of a gratuitous transfer, any predecessor in title of the natural
person has, at any time during the five years immediately preceding the transfer,
owned directly or indirectly an interest in the Company of 1% or more (“Substantial
Holding”). In case of transfer of shares from a Substantial Holding after December
31, 2008, 60% of the capital gain is subject to taxes and 60% of the expenses
economically related to said transfer can be deducted from the taxable amount. In case
of transfer of shares from a Short Term Sale after December 31, 2008, 50% of the
capital gain is subject to taxes and 50% of the expenses economically related to said
transfer can be deducted from the taxable amount.
Capital gains deriving from Short Term Sales are not taxed if, together with any other
capital gain deriving from private transactions within the calendar year, they amount
to €600. Capital losses deriving from Short Term Sales of shares may be brought to
offset the capital gains deriving from private transactions during the same calendar
year or, in the absence of such capital losses, in the previous year or in subsequent
years, provided that certain conditions are met. Alternatively, the capital losses
deriving from Short Term Sales may be brought to offset the income from investment
of capital received between 2009 and 2013.
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Shares acquired before December 31, 2008 and owned as private assets
The capital gains deriving from the transfer of shares acquired through an agreement
or a comparable legal instrument stipulated after December 31, 2008 are subject to
income taxes plus the solidarity tax thereon and the church taxes, if applicable,
regardless of any period of possession or share threshold. The reimbursement,
redemption, transfer or contribution of shares are considered an assignment.
As a general rule, taxation will be imposed through a withholding tax at the fixed rate
(25% plus 5.5% solidarity tax, i.e. a total of 26.375%, plus church taxes, if applicable).
The fixed share shall be withheld by any German payment agent, e.g. on the proceeds
from the transfer if the shares are deposited with a German bank. The amount of the
taxes withheld is generally based on the difference between the proceeds from the
sale, after the deduction of commercial expenses directly related to the transfer, and
the cost of purchase. In certain circumstances, the withholding tax can instead be
applied on 30% of the proceeds deriving from the sale if the shares were not
purchased by the payment agent and held in custody or administered by him on a
continuous basis from the time of the purchase. This occurs when, for example, the
respective securities account was transferred by a payment agent located outside a
European Union or European Economic Area country. For additional details, please
see the previous description of the fixed rate withholding tax on dividends (please see
the previous Paragraph on Shares held as personal assets).
Capital losses deriving from private investment income may, in principle, be offset
with other private investment income (including dividends). Capital losses deriving
from the transfer of shares may be used to offset solely the capital gains deriving from
the transfer of shares but may not be used to offset other capital investment income,
e.g. dividends, and may not be used to offset other sources of income. Unused capital
losses may only be brought forward in subsequent tax periods but may not be used to
offset income from previous tax periods.
Capital gains are not subject to the fixed rate tax in the case of a Substantial Holding.
60% of such capital gains is subject to tax (partial income method,
Teileinkünfteverfahren) based on the personal progressive rate applicable to the
individual shareholder (tax rate up to 45%) plus 5.5% solidarity tax (resulting in a
maximum total tax rate of 47.5% in case of maximum personal rate of 45%) plus
church taxes, if applicable. Only 60% of any expense economically correlated to such
capital gains may be detracted.
Shares Owned as Company Assets
If the shares are owned as company assets, taxation depends on whether the
shareholder is a joint-stock company, a sole proprietorship or a commercial
partnership (Mitunternehmerschaft).
The taxes withheld by the German payment agent and paid to the German tax
authorities are credited to offset the shareholder’s liabilities for income taxes (of the
company) (and of the liabilities for church taxes, if applicable) within the scope of the
formal assessment procedure or reimbursed to the extent to which there was a
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payment exceeding what was due; this procedure is also applied to the solidarity tax.
The special fixed tax rate is not applied.
Shareholders incorporated in the form of joint-stock companies
With certain exceptions for companies operating in the finance and insurance industry,
in general 95% of the capital gains realised by joint-stock companies residing in
Germany (or entities whose registered office or place of actual management and
control is in Germany) are exempt from company income taxes and from the solidarity
tax. 5% of capital gains realised is considered non-deductible company cost and,
therefore, it is subjected to income taxes on companies at the rate of 15% plus 5.5% of
solidarity tax thereon (for a total rate of 15.825%). However, all actual expenses
directly related to the dividends are deductible in principle. No minimum holding
threshold or minimum duration of possession is applied. The entire amount of
company expenses economically related to capital gains is tax deductible, whilst
losses deriving from the transfer or otherwise related to the shares may not be
deducted for tax purposes.
Sole proprietorships
The capital gains realised on the transfer of the shares owned as company assets by a
sole proprietorship residing in Germany are subject to German income taxes plus the
solidarity tax thereon, the church taxes, if applicable, and if the shares are owned as
assets by a business or by an enterprise, they are also subject to trade taxes.
In case of transfer of shares, 60% of capital gains is subject to taxes and 60% of the
losses and/or of the company expenses economically related to the transfer of the
shares is, in principle, deductible. Taxation is made on the basis of the shareholder’s
personal progressive tax rate.
Trade taxes are generally credited for the shareholder’s personal tax liabilities in
accordance with the standard tax credit method.
Commercial Partnerships
If the shareholder is a partnership, the income taxes on natural persons or the income
taxes on legal persons shall be assessed solely at the individual partner level. If the
shareholder is a joint-stock company fiscally residing in Germany, the rules for jointstock
company shareholders who own the shares directly are applied (please see the
previous Paragraph on the Shareholders incorporated in the form of joint-stock
companies). If the shareholder is a natural person fiscally residing in Germany, the
rules for natural person shareholders who own the shares directly are applied (please
see the previous Paragraph on Sole Proprietorships).
The capital gain is also subject to trade taxes if the shares are owned as assets of a
business or of an enterprise of the commercial partnership. 60% of capital gains is
subject to trade taxes to the extent to which the capital gain can be attributed to a
natural person partner. Only 5% of capital gains is subject to trade taxes to the extent
to which the capital gain can be attributed to a partner who is a joint stock company.
Commercial losses and expenses related to the transfer of the shares cannot be fiscally
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deducted to the extent to which they can be attributed to a partner who is a joint-stock
company. 60% of such losses and expenses is deductible to the extent to which it is
attributable to a natural person partner. The trade taxes paid by partnerships – to the
extent to which they are attributable to a natural person partner – are generally
credited against the personal tax liabilities for income taxes of that partner in
accordance with the standard tax credit method.
Taxation of capital gains deriving from the transfer of subscription rights
The taxation of capital gains deriving from the transfer of subscription rights relating
to shares owned as private assets follow the rules for the taxation of capital gains
deriving from the transfer of such shares. Subscription rights are not added to the
shares to determine whether a shareholder owns a Substantial Holding. For the
taxation details, please see the previous paragraphs on the “Shares acquired before 1
January 2009 and owned as private assets” and “Shares acquired after 31 December
2008 and owned as private assets”.
Capital gains deriving from the transfer of subscription rights relating to shares owned
as company assets generally follow the rules for the taxation of capital gains deriving
from the transfer of such shares (please see the previous Paragraph on “Shares owned
as company assets”). However, if the subscription rights are owned by a joint-stock
company, the related capital gain is entirely subject to taxes on legal persons, to the
solidarity tax thereon and to the trade taxes at the applicable rates. Losses deriving
from the transfer of subscription rights and corporate expense directly related to said
transfer may be deducted in full. Consequently, if the subscription rights are
transferred by a commercial partnership, the capital gains attributable to a partner who
is a joint-stock company are fully taxable, including any applicable trade tax.
Special rules applicable to companies operating in the finance and insurance
industries (financial institutions, financial service providers, financial firms, life,
insurers, health care insurers and pension funds)
If financial institutions or financial service providers own or sell shares that are
attributable to the respective trading book (Handelsbuch) in accordance with Article
1a of the German Banking Law, neither the dividends nor the capital gains are subject
to the partial income method or to the exemption of 95% of the income tax on jointstock
companies and of any applicable trade tax. Therefore, dividend income and
capital gains are entirely taxable and the company expenses related to them are
entirely deductible. The same rule applies to a financial firm in accordance with the
German Banking Law that has held the shares to realise a capital gain from short term
trading. This rule also applies to financial institutions, financial service providers and
financial firms whose registered office is in a member state of the European
Community or in another signatory country of the Treaty on the European Economic
Area and that own the shares through a stable organisation in Germany. The 95%
exemption from the income tax on joint-stock companies and from any applicable
trade tax does not apply to dividends paid by the shares owned as an investment by
life insurers and health insurers, and to capital gains deriving from the sale of such
shares or from shares held by pension funds. The 95% exemption from the income tax
on joint-stock companies and from any applicable trade tax, however, does apply to
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dividends distributed by the aforesaid companies if such dividends are entitled to the
exemption in accordance with the EC Directive on the taxation of parent – subsidiary
companies (Directive 90/435/CEE of the Council of July 23, 1990, as amended).
Inheritance Tax and Donation Tax
The transfer of the shares to a different person for donation or inheritance is generally
subject to German inheritance and donation taxes only if:
(i) the deceased, donor, heir, beneficiary or other assign has the residence or place
of habitual abode in Germany or has its principal place of business or registered
office in Germany at the time of the transfer, or is a German citizen who spent
no longer than five consecutive years abroad without maintaining residency in
Germany, or
(ii) the shares are owned by the deceased or by the donor as parts of company assets
in relation to which a permanent company site exists in Germany or in relation
to which a permanent representative has been appointed in Germany.
The few treaties against double taxation for inheritance and donation taxes in force in
Germany generally provide that German inheritance or donation taxes may be
assessed solely in the cases set out in point (i) above and, with certain limitations, in
point (ii) above.
Special rules apply to certain German citizens who have neither their residence nor
habitual abode in Germany and to former German citizens.
Other Taxes
No transfer tax, value added tax, stamp tax or other similar tax is applied on the
purchase, on the sale or on other transfers of the shares. However, in certain
circumstances the Company may opt for payment of the value added taxes on
transactions that would otherwise be exempt from said tax. Currently, no capital tax
(Vermögensteuer) is applied in Germany.
Starting from the 2009 tax period, a shareholder subject to church taxes may decide,
through a written request to the payment agent, to ask that the church taxes due in
relation to his capital investments be withheld at the source. Additional details are
applied to this request. The shareholder’s liability relating to the church taxes on his
own investment income is considered liquidated through the withholding tax. The
church taxes thereby withheld may not be deducted as special personal expenses
within the scope of the formal assessment procedure. As compensation, the church
taxes withheld on investment income are reduced by 25% with respect to what is
ordinarily due for such church taxes on said investment income.
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4.11.3 Poland
The following summary describes the material Polish tax consequences related to the
acquisition, holding and trading in UniCredit Shares and Rights as of the date hereof. This
summary is of general nature and is not intended to constitute a comprehensive or complete
analysis of all Polish tax considerations that may be relevant to shareholders being tax
residents in Poland.
The tax information presented in this Offering Circular does not constitute individual tax
advice. In particular, it should not constitute the sole grounds for assessing the domestic tax
consequences of making any investment decisions. In order to obtain more detailed
information, investors are strongly recommended to consult their own tax and legal advisers in
order to confirm all applicable tax consequences related to the acquisition, holding and trading
in UniCredit Shares and/or Rights. The information presented below has been prepared based
on provisions of the Polish law in force, effective as of the date of this Offering Circular.
Please note that the provisions of law described herein are subject to changes, which may
directly or indirectly modify the description below.
Taxation of Income Related to the Holding of Shares
Income from UniCredit shares Held by Individuals Subject to Unlimited Tax Liability
in Poland
Pursuant to the Personal Income Tax (“PIT”) Law, dated July 26, 1991 (unified text published
in Journal of Laws of 2000, no. 14 item 176 as amended), an individual is subject to unlimited
tax liability in Poland (i.e., is taxable on his/her worldwide income) provided that such
individual is domiciled in Poland, i.e. she/he has the center of his/her personal and/or business
interests in Poland (center of vital interests) and/or the stay of such individual in Poland in the
tax year exceeds 183 days. Dividends and other income (revenue) actually earned on UniCredit
shares held by these individuals are taxed at a rate of 19%. The tax is applied without any
decrease for tax-deductible expenses.
The above income is not subject to accumulation with other income earned during a tax year,
taxable pursuant to general PIT rules, i.e. at the progressive tax rates set forth in the PIT Law
(i.e. as of January 1, 2009, 18% and 32% depending on thresholds).
As a rule, the tax on income applied pursuant to foregoing rules is collected by a remitter, i.e.
an entity that disburses or makes dividends and other income (revenues) actually earned from
shares, which is taxed at the flat 19% rate available to the taxpayer. The remitter is required to
send an annual tax return to the relevant tax office by the end of January in the year following
the tax year. The remitter is not required to send individual notices to Polish taxpayers
informing them of the amount of income (revenues). Taxpayers are not required to disclose the
flat tax withheld by the remitter in their annual tax return.
With respect to the UniCredit shares, however, any distributions would be made by a foreign
entity which does not have its registered office in Poland. Therefore, Polish regulations cannot
impose any obligation on UniCredit to withhold Polish tax as a tax remitter. Therefore, unless
the Polish tax authorities would be of the view that the income tax should be withheld by any
Polish resident acting as an intermediary for the purpose of dividend distributions (if any),
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UniCredit will not be obliged to withhold Polish tax. Thus, once the tax is not withheld and
transferred by the tax remitter, the flat rate income tax should be calculated and paid by the
taxpayers themselves (by the prescribed deadlines).
The Agreement between Polish People’s Republic and the Government of the Republic of Italy
for the avoidance of double taxation with respect to taxes on income and the prevention of
fiscal evasion, dated June 21, 1985 (published in Journal of Laws of 1989, no. 62 item 374, the
“Double Taxation Treaty”) provides for that dividends payable by a company with its
registered office in Italy to an individual domiciled in Poland, being the beneficial owner of the
dividend, may be taxed in Italy, although such tax cannot exceed 10% of the gross amount of
the dividends (provided that the given income is not connected with the recipient’s “permanent
establishment” in Italy).
In order to eliminate the double taxation of such income the Double Taxation Treaty provides
for tax credit method. Namely, where a Polish tax resident individual derives income such as
dividend, which may be taxed in Italy, he/she is allowed to deduct from the domestic tax on
his/her income of the amount equal to the tax paid (withheld) in Italy. Such deduction shall not,
however, exceed that part of the tax as computed before the deduction is given, which is
appropriate to such income derived in Italy.
Income from Shares Held by Polish Corporate Entities
Pursuant to the Corporate Income Tax (“CIT”) Law, dated February 15, 1992 (unified text
published in Journal of Laws of 2000, no. 54 item 654 as amended), corporations are subject to
unlimited tax liability in Poland (i.e., they are taxable on their worldwide income) provided that
their registered office and/or place of management is in Poland. Dividends and other income
(revenue) actually earned on shares held by corporate entities and companies in course of their
formation, as well as other unincorporated entities (except partnerships), with their registered
office and/or place of management in Poland are subject to taxation on the terms set forth in the
CIT Law. The tax rate is 19%. In case of dividends, the taxable (gross amount) base is the
entire amount of the dividend without any decrease for tax-deductible expenses.
As a rule, pursuant to the CIT Law, the tax on dividend and other income (revenue) actually
earned on the UniCredit shares is collected by a remitter, i.e. an entity that makes
disbursements on account thereof. The remitter is required to send an annual tax return to the
relevant tax office by the end of the first month following the tax year. The remitter is also
required to send information on the amount of withheld tax to taxpayers by the seventh day of
the month following the month in which the tax was withheld. However, with respect to the
UniCredit shares, similarly as in the case of individuals, no such obligation may be imposed on
a foreign entity, thus tax should be calculated and paid by the corporate taxpayers themselves
(by the prescribed deadlines).
The Double Taxation Treaty provides that dividends payable by a company with its registered
office in Italy to a corporation with its registered office in Poland as beneficial owner of the
dividends may be taxed in Italy, although such tax cannot exceed 10% of the gross amount of
the dividends (provided that the given income is not connected with the recipient’s “permanent
establishment” in Italy).
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In order to eliminate the double taxation of such income, the Double Taxation Treaty provides
for tax credit method. Where the Polish corporation derives income such as dividend, which
may be taxed in Italy, the latter is allowed to deduct from the domestic tax on its income of the
amount equal to the tax paid (withheld) in Italy. Such deduction shall not however exceed that
part of the tax as computed before the deduction is given, which is appropriate to such income
derived in Italy.
Furthermore, income (revenue) on dividends and other income from participation in profits
earned by corporate entities may also be exempt from income tax in the case of shareholders
that are corporate entities and hold larger blocks of shares on the terms set forth below in
“Exemption of Dividends and Other Income from Shares Held by Polish and Foreign Corporate
Entities from Income Tax.”
Exemption of Dividends and Other Income from Shares Held by Polish and Foreign
Corporate Entities from Income Tax
Pursuant to the CIT Law, an income tax exemption applies to dividends and other income
(revenue) actually earned on the shares by a company whose entire income is taxed in Poland
or in another European Union member state or European Economic Area member state
(regardless of where the income is earned) if all of the following conditions are met:
(1) the company that earns the income holds directly not less than 10% of all the shares;
(2) the company that earns the income has continuously held the number of shares specified in
item (1) above for two years. It should be noted that the exemption also applies if the required
two-year period expires after the income earning date. Should the above condition not be met,
the company benefiting from the exemption will be required to pay the tax otherwise due by
the 20th day of the month following the month in which such company lost the right to the
exemption, including any accrued default interest, and
(3) the place of the registered office of the company earning the income is documented for tax
purposes by a certificate of tax residency issued by the relevant foreign tax authority.
Assuming that the foregoing conditions are met, the exemption will also apply if the recipient
of dividends is a foreign permanent establishment (within the meaning of the CIT Law) of a
company whose entire income (regardless of the place in which it is earned) is taxed in Poland
or in another European Union member state or European Economic Area member state. The
existence of a foreign permanent establishment should be evidenced by the company that
benefits from the exemption by a certificate issued by the applicable tax authority of the
country, in which the company’s registered office and/or place of management is located, or by
the applicable tax authority of the country, in which the permanent establishment is located.
Taxation of income from trading in shares
Income of Polish Individuals Trading in Shares
As a rule, the PIT Law provides for the flat 19% tax rate to income from the disposal of
securities against consideration. However, this tax rate shall not apply if UniCredit shares are
disposed of by an individual within the framework of the individual taxpayer’s business
activity (in the latter case they are taxed with other business income on terms applicable for
taxation of such business income chosen by such individual, i.e. either at 19% or with
progressive rates).
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With regard to individuals, income (revenues) on disposal of the UniCredit shares for
consideration is defined as the selling price of the UniCredit shares. However, it should be
noted that if the price specified in the share sales agreement for consideration is not determined
at arm’s length, i.e. differs materially, without a legitimate reason, from the market value of the
UniCredit shares, it may be challenged by the tax authorities. With respect to disposal against
consideration, the expenditures incurred to acquire the UniCredit shares constitute taxdeductible
expenses of such disposal, reducing the taxable base.
Pursuant to the PIT Law, if it is not possible to identify the UniCredit shares being sold, it is
assumed that they are the earliest acquired UniCredit shares (the FIFO rule). This principle is
applied separately to each securities account where the UniCredit shares are held.
After the end of a tax year, taxpayers are obliged to disclose, in a separate tax return, income
earned during the given year from the disposal of shares for consideration (the revenue on the
sale of UniCredit shares is the revenue due, even if not actually obtained, which affects the cutoff
date for income classification), and calculate the income tax due. This tax return must be
filed by April 30 of the year following the given tax year (this also being the deadline for
paying the tax so calculated).
With respect to income on disposal of UniCredit shares for consideration, there is no obligation
for the tax remitter to collect and remit tax advances during the tax year.
Pursuant to the PIT Law, losses sustained during a tax year on account of the disposal of shares
for consideration can be deducted from the income derived from that source (such source of
income includes, in particular, income from the transfer of shares and other securities for
consideration) over the five subsequent tax years, provided that the amount of the deduction
does not exceed 50% of the amount of the loss in any single year within the five-year period.
Income of Polish Corporate Entities Trading in Shares
Income on the disposal of shares for consideration earned by corporate entities (including those
in course of formation, i.e. not vested with legal personality yet), as well as other
unincorporated entities (except civil law partnerships, general partnerships, limited
partnerships, limited liability partnerships and partnerships limited by shares) with their
registered office or place of management in Poland subject to taxation in accordance with the
general rules under the CIT Law. They are taxed at the rate of 19%, together with other income
earned during the given fiscal year.
With respect to corporate entities, income (revenues) on disposal of the UniCredit shares for
consideration is defined as the selling price of the UniCredit shares. However, it should be
noted that if the price specified in the share sales agreement for consideration is not determined
at arm’s length, i.e. differs materially, without a legitimate reason, from the market value of the
UniCredit shares, it may be challenged by the tax authorities. With respect to disposal against
consideration, the expenditures incurred to acquire the UniCredit shares constitute taxdeductible
expenses of such disposal, reducing the taxable base.
Income of Foreign Persons Trading in Shares in Poland
Foreign persons (i.e. entities whose registered office and/or place of management is not in
Poland and individuals who are not domiciled in Poland) holding shares in a Polish company
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are subject to taxation on the disposal of such shares for consideration only with respect to
income (revenues) earned in Poland. Income from the sale of the UniCredit shares on the
Warsaw Stock Exchange is considered to be income earned in Poland.
Income earned by foreign persons is taxed on the same terms as that of Polish persons.
However, foreign partnerships will be taxed pursuant to the regulations applicable to corporate
entities if they are treated as corporate entities in the jurisdiction where they have their
registered office and/or place of management and their entire income is taxed in such
jurisdiction, irrespective of the place where it is earned.
However, in addition to the above Polish regulations, the taxation principles regarding foreign
shareholders will be based on the relevant double tax treaties signed by Poland as well as
applicable foreign laws and regulations. In general, double taxation treaties provide that income
on the sale of securities may only be taxed in the country in which the seller has its registered
office and/or place of management or is domiciled. This does not apply to foreign persons that
have a facility (permanent establishment) in Poland, within the meaning of the relevant double
taxation treaty, and the income on the sale of the shares for consideration is attributable to that
facility. In such event, the income will be taxed in Poland, on the same terms as income of
Polish persons.
Taxation of income related to the holding and trading in subscription rights
Grant of the Subscription Rights
Vesting the investor (either an individual or a corporation) with the subscription rights, in
proportion to the UniCredit shares already owned by such investor, shall not as such result in
rise of any tax obligation in Poland. Vesting with the subscription rights should be viewed as
neutral for Polish taxation purposes.
Holding Subscription Rights by Individual and/or Corporate Investors
To the extent the subscription rights are not connected with any payments from the company
nor is any income generated in reference to holding these subscription rights, no tax liability
should arise in Poland.
Exercising the Subscription Rights
Once the given investor exercises fully or partially the subscription rights vested to it by
UniCredit, by acquiring the UniCredit shares, the tax consequences of holding and disposing
those shares described above shall apply. Any expenses incurred in reference with exercising
the subscription rights shall not be regarded as tax-deductible expenses at the moment they are
incurred.
Trading in Subscription Rights
Individual Investors
The rules of taxation of income (revenues) earned on trading in subscription rights will be
analogous to those described in above at “—Taxation of Income from Trading Shares—
Income of Polish Individuals Trading in Shares”, with respect to trading in UniCredit shares.
The income (revenue) on disposal of the subscription rights for consideration will be defined as
the selling price thereof. However, it should be noted that if the price specified in the sales
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agreement for consideration is not determined at arm’s length, i.e. differs materially, without a
legitimate reason, from the market value of the subscription rights, it may be challenged by the
tax authorities. With respect to disposal against consideration, the expenditures (if any)
incurred to acquire the subscription rights constitute tax-deductible expenses of such disposal,
reducing the taxable base.
Corporate Investors
With respect to corporate entities, rules of establishing and taxing the income (revenue) on
disposal of the subscription rights for consideration should be analogous as in the case of
trading in UniCredit shares. Therefore, the tax regime described above in “— Taxation of
Income from trading Shares — Income of Polish Corporate Entities Trading in Shares”, shall
apply.
Foreign Investors
Similarly to trading in UniCredit shares income (revenues) from the sale of the subscription
rights on the Warsaw Stock Exchange will be considered an income earned in Poland. The
rules of taxation with respect to trading in subscription rights shall be analogous as in the case
of UniCredit shares, as described at “— Taxation of Income from trading Shares — Income of
Foreign Persons Trading in Shares in Poland”.
Tax on civil law transactions (transfer tax)
The tax on civil law transactions (i.e. the tax levied by virtue of Law on tax on civil law
transactions dated September 9, 2000; unified text published in Journal of Laws of 2007, no. 68
item 450 as amended; the “transfer tax”) is levied on agreements providing for the sale or
exchange of rights, provided that these rights are exercised in Poland or, if exercised abroad,
the transferee is a Polish tax resident and the transaction is carried out in Poland.
Thus, the tax rate on the sale of UniCredit shares and/or subscription rights is 1% and the
applicable tax should be paid within 14 days of the date on which the tax obligation arose, i.e.
the date on which the transaction was completed. In case of a purchase agreement, the
purchaser is liable for paying the tax due on civil law transactions. In case of an exchange of
UniCredit shares and/or subscription rights, the parties to the transactions are jointly and
severally liable to settle the transfer tax.
Exemptions from the transfer tax apply, without limitation, to transactions related to the sale of
brokers’ financial instruments (including the UniCredit shares and/or subscription rights) to or
through investment companies (e.g. brokerage houses, banks carrying on brokerage activities),
and selling such instruments within the framework of organized trading as defined in the Polish
Law on trading in financial instruments dated July 25, 2005 (unified text published in Journal
of Laws of 2005, no. 183, item 1538, as amended).
Inheritance and donation tax
The inheritance and donation tax (i.e. the tax levied by virtue of the Law on inheritance and
donation tax dated July 28, 1983 (unified text published in Journal of Laws of 2004, no. 142
item 1514, as amended) in Poland applies only to individuals. The recipient of the donation or
inheritance is obliged to pay the tax. The taxpayer is obliged to provide the relevant tax office
with tax return (SD-3) and appropriate documents within one month from the receipt of
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donation or the acceptance of inheritance. The tax is payable within 14 days of the date the
relevant decision on the amount of tax liability was received from the head of the relevant tax
office. If a notary is involved in the transaction, he is obliged to withhold the tax due and
submit relevant tax returns. In principle, the rate of inheritance and donation tax depends on the
degree and kind of kinship or relationship or other personal ties between the testator and the
heir or the donor and the beneficiary. The tax rates increase progressively from 3% to 20% of
the taxable base, depending on the tax group in which the transferee belongs. The tax is levied
on the net market value of all property received by the beneficiary/donee. The property rights
acquired by the closest relatives (a spouse, descendants, ascendants, stepchildren, siblings,
stepfather and stepmother) are tax-exempt subject to filing an appropriate notice (SD-Z2) with
a head of the relevant tax office in due time. The aforementioned exemption applies if, at the
time of acquisition, the acquirer was a citizen of Poland, another European Union member
state, European Free Trade Association member state being party to the European Economic
Area Agreement or was a resident of Poland or such state. The foregoing may apply both to the
Shares and/or the Rights.
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5. CONDITIONS OF THE OFFERING
5.1 Conditions, statistics relating to the Offering, expected schedule and procedures to
underwrite the Offering
5.1.1 Conditions to which the Offering is subordinated
The Offering is not subordinated to conditions.
5.1.2 Total amount of the Offering
The Shares constituting the subject of the Offering derive from the capital increase
resolved by the Issuer’s extraordinary shareholders' meeting of November 16, 2009.
The issuer’s extraordinary shareholders' meeting resolved, among other matters, an
issue of share capital to be freed by contribution in cash for a total maximum amount
of €4,000,000,000 – including any issue premium – to be carried out, also in separable
form, no latter than June 30, 2010 by the issue of ordinary shares with regular
enjoyment with a unit par value of €0.50 each, to be offered as an option to the
shareholders who hold ordinary shares and to the bearers of savings shares of the
Company in accordance with Article 2441, first, second and third paragraph, of the
Italian Civil Code and therefore to vest the Board of Directors with all broadest
powers to: i) define the issue price (inclusive of the premium) with reference to the
Theoretical Ex Right Price or TERP of the UniCredit ordinary shares, calculated
according to current methodologies, on the basis of the official Stock Exchange price
on the stock market trading day preceding the determination of the issue price by the
Board of Directors and possibly discounted to the extent that will be set by the Board
of Directors on the basis of the market conditions prevalent at the time of the actual
launch of the share capital issue, provided that the issue price of each ordinary share
may in no case be lower than its unit par value (€0.50); ii) determine – as a
consequence to what is provided in (i) – the maximum number of newly issued shares
as well as the assignment ratio in the option; iii) determine the time frame for the
execution of the share capital issue resolution, in particular for the launch of the offer
of the option rights as well as the subsequent offer on the stock exchange of any rights
not opted at the end of the subscription period, in compliance with the final date of 30
June 2010.
On January 7, 2010, the Board of Directors of the Company resolved to issue no.
2,516,889,453 newly issued ordinary shares, having the same characteristics as
outstanding shares, to be offered as options to shareholders at the price of €1.589 per
share, whereof €1.089 as premium, with the ratio of no. 3 newly issued shares every
no. 20 ordinary and/or savings shares owned, for a total value of €3,999,337,340.82.
Therefore, the value of the Offering is €3,999,337,340.82 whereof €1,258,444,726.50
by way of capital and €2,740,892,614.32 by way of premium.
5.1.3 Validity of the Offering, possible changes and underwriting procedures
In Italy and Germany the option rights shall be exercised, or be forfeited, within the
Option Term from January 11, 2010 to January 29, 2010, including the starting and
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ending dates, by submitting a request with the authorised intermediaries adhering to
the system for the centralised transfer of shares of Monte Titoli and Clearstream.
In Poland the option rights shall be exercised, or be forfeited, within the Option Term
from January 14, 2010 to January 29, 2010, including the starting and ending dates, by
submitting a request with the authorised intermediaries adhering to the system for the
centralised transfer of shares of NDS where the option rights are in custody. If the
holders of the option rights retain their own option rights in a deposit opened with a
custodian bank, the subscription form shall be sent to the intermediary who carries out
the instructions of the clients of the custodian bank.
The option rights shall be tradable on the MTA from January 11, 2010 to January 22,
2010, including the starting and ending dates, and on the Warsaw Stock Exchange
from January 14, 2010 to January 22, 2010, including the starting and ending dates.
Within the month following the expiration of the Option Term, the Issuer shall offer
any unexercised option rights on the MTA for at least five open market days, in
accordance with Article 2441, third paragraph of the Italian Civil Code.
The schedule of the transaction is indicative and it may be subject to change if events
and circumstances outside the issuer’s control should occur, including particular
conditions of volatility of the financial markets, which may compromise the
favourable outcome of the Offering. Any changes to the Option Term shall be notified
to the public with a notice to be published with the same disclosure procedures as the
Prospectus. In any case, the start of the Offering shall take place no later than one
month from the date of issue of the Consob instruction authorising the publication of
the Prospectus. Additionally, the schedule relating to the Offering in Poland could be
subject to possible changes due to the different offering procedures currently in force
in Italy and in Poland. In particular, the owners of shares deposited with authorised
intermediaries adhering to the system for the centralised transfer of shares of NDS that
the Issuer could provide in Poland additional information about the procedures and
terms of the Offering and of the subscription, including a fac-simile of the subscription
form, through the publication of appropriate information documents (current report).
Adhesion to the Offering shall take place by underwriting forms prepared for this
purpose by the authorised intermediaries adhering to the system for the centralised
transfer of shares of Monte Titoli, Clearstream and NDS, which shall contain at least
the identifying elements of the Offering and the following information reproduced
with characters that allow for easier reading.
- the notice that the adherent may receive a copy of the Prospectus free of charge;
- the reference to the First Section, “Risk Factors” Chapter contained in the
Prospectus.
Adhesions to the Offering by subscribers in Germany or Poland shall be notified to
Monte Titoli through Clearstream or NDS, no later than 4.30 p.m. (Italian time) of the
last day of the Option Term or no later than 6.00 p.m. if the notices are sent
electronically.
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For the intermediaries who request it, a fac-simile of the subscription form, in Italian,
English and Polish, will also be available at the registered office of the Issuer and at
the Head Office.
For additional details on the procedures and times for the exercise of the option rights,
UniCredit shareholders and the German or Polish holders of option rights are invited
to contact their own bank, intermediary or other financial advisor. In particular, in
Poland the purposes and the form of the documents requested for the exercise of the
option rights and the principles for acting through a representative must be in
accordance with the procedures of the authorised intermediaries who accept the
subscription form.
5.1.4 Revocation and suspension of the Offering
The Offering shall become irrevocable from the date of the deposit of the
corresponding notice at the Business Register of Rome, in accordance with Article
2441, second paragraph, of the Italian Civil Code.
If the notice is not deposited and consequently the Offering is not executed within the
terms prescribed in the Prospectus, such circumstances shall be notified to the market
and to Consob by notice in accordance with Article 114 of the TUF and with Article
66 of the Issuers' Regulations, within the open market day preceding the one set for
the start of the Option Term, as well as by appropriate notice published on a
newspaper with nationwide distribution and simultaneously transmitted to Consob no
later than the day before the date set for the start of the Option Term.
5.1.5 Reduction of the subscription and reimbursement procedures
Subscribers may not reduce their subscription even partially.
5.1.6 Minimum and/or maximum amount of the subscriptions
The Offer as Option is meant for all holders of ordinary and savings UniCredit shares
in the ratio of no. 3 Shares every no.20 ordinary and/or savings UniCredit shares
owned.
5.1.7 Possibility to withdraw the subscription
Adhesion to Offering is irrevocable, except for the cases mandated by the law, and it
may not be subjected to conditions.
5.1.8 Procedures and terms for the payment and delivery of the Shares
The Shares shall be paid in full upon their subscription, at the authorised intermediary
with which the subscription request was submitted; the Issuer shall not impose any
accessory charge or expense on the applicant.
In Poland, the authorised intermediaries could request the payment of charges and
commissions, also as a consequence of the currency for the subscription of the Shares
(Euro) being different from the one currently circulating in Poland (Zloty).
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The Shares subscribed before the end of the Option Term shall be made available on
the accounts of authorised intermediaries that are approved users of the Monte Titoli
central depository system on the same date, as from February 1, 2010, on which the
Company has proof of the amounts paid for the exercise of the options, unless delayed
for reasons beyond the control of the Company. The Shares shall be made available to
those entitled, through the authorised intermediaries adhering to the system for the
centralised transfer of shares of Monte Titoli, Clearstream or NDS, no later than the
tenth open market day after the expiration of the Option Term.
Because of the different procedures for registering the Shares with Clearstream and
NDS, in Germany and Poland the Shares may not be made available to those entitled
in the terms set out above (on the notice of assignment, see Second Section, Chapter 5,
Paragraph 5.2.4 of the Prospectus).
Within the month following the expiration of the Option Term, the Issuer shall offer
any unexercised option rights on the MTA for at least five open market days, in
accordance with Article 2441, third paragraph of the Italian Civil Code.
The Shares subscribed before the end of the stock market offering on the MTA shall
be made available to those entitled, through the authorised intermediaries adhering to
the system for the centralised transfer of shares of Monte Titoli, Clearstream or NDS,
no later than the tenth open market day after the deadline for exercising the options
rights acquired in the course of the offering on the MTA, in accordance with Article
2441, third paragraph of the Italian Civil Code.
Because of the different procedures for registering the Shares with Clearstream and
NDS, in Germany and Poland the Shares may not be made available to those entitled
in the terms set out above (on the notice of assignment, see Second Section, Chapter 5,
Paragraph 5.2.4 of the Prospectus).
5.1.9 Times and procedure for the publication of the results of the Offer
Since it is an Offer as Option, the person obligated to notify the results of the offer to
the public and to Consob is the Issuer.
The results of the Offer will be published, by the Issuer, no later than five working
days after the conclusion of the Option Term with a dedicated press release.
Within the month following the expiration of the Option Term, the Issuer shall offer
any unexercised option rights on the MTA, in accordance with Article 2441, third
paragraph of the Italian Civil Code. Within the day preceding the start of the offer on
the MTA of the unexercised option rights, a notice indicating the number of
unexercised option rights to be offered on the MTA will be published on at least one
newspaper with nationwide distribution, in accordance with Article 2441, third
paragraph, of the Italian Civil Code, and indicating the dates on which the offer will
be made.
The final results of the Offer shall be notified with a dedicated press release no later
than 5 working days from the conclusion of the offer of the unexercised option rights,
in accordance with article 2441, third paragraph, of the Italian Civil Code.
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5.1.10 Procedure for exercising any right of first bid, for the tradability of the
subscription rights and for the treatment of unexercised subscription rights.
In Italy and Germany, the option rights shall be exercised, or be forfeited, during the
Option Term between January 11, 2010 and January 29, 2010, including the starting
and ending dates. In Poland, the option rights shall be exercised, or be forfeited,
during the Option Term between January 14, 2010 and January 29, 2010, including the
starting and ending dates.
The option rights shall be tradable on the MTA from January 11, 2010 to January 22,
2010, including the starting and ending dates, and on the Warsaw Stock Exchange
from January 14, 2010 to January 22, 2010, including the starting and ending dates.
The option rights not exercised by January 29, 2010 shall be offered on the MTA by
the Issuer, in accordance with Article 2441, third paragraph, of the Italian Civil Code.
5.2 Allocation and allotment plan
5.2.1 Recipients and markets of the Offer
The Shares are offered as option to all holders of ordinary and savings shares of the
Company.
Authorisation to publish the Prospectus (as per Consob note no. 10000709, of January
7, 2010) is valid in Italy and, as a result of the procedure as per Article 11, Paragraph
1 of the Issuers’ Regulations, in Germany and Poland. For the purposes of the
procedure as per Article 11, Paragraph 1 of the Issuers' Regulations, the Prospectus
was translated in English and the summary note was translated in German and in
Polish.
Therefore, the Offer is promoted exclusively on the English, German and Polish
market on the basis of the Prospectus, subject to the provisions that follow for the
offer to some investors abroad. The Offer is addressed, without distinction and at
equal conditions, to all UniCredit shareholders without limitations or exclusions of the
benefit of option, but it is not and shall not be promoted, directly or indirectly, to
investors residing in the United States of America, in Canada, in Japan and in
Australia, as well as in any other one of the Excluded Countries. Equally, individual
adhesions originating, directly or indirectly, from United States of America, Canada,
Japan and Australia, as well as from the Excluded Countries in which said adhesions
are in violation of local regulations, shall not be accepted.
The Offer is not, nor shall it be, promoted or communicated, directly or indirectly, and
it may not be accepted, directly or indirectly, in and from the Excluded Countries with
any means, hence not using either the postal services or any other domestic or
international instrument for communication or trade (including, by way of example,
the postal network, the fax, telex, electronic mail, telephone and the Internet) of the
Excluded Countries, or through any of the domestic regulated markets of the Excluded
Countries, or in any other way. Every adhesion to the Offer effected, directly or
indirectly, in violation of the above limitations shall be deemed null and void and shall
not be accepted. Shareholders residing in the United States of America, Canada, Japan
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and Australia, and in the other Excluded Countries, therefore, may not be able to
exercise and/or sell the option rights in accordance with the regulations that may apply
to them. These persons, therefore, should obtain specific legal advice on these matters
before they undertake any action. The Issuer reserves the right not to allow such
persons to exercise and/or to sell the aforesaid option rights, if it should note that this
violates laws and/or regulations applicable in other Countries.
The Shares and the related option rights have not been and will not be registered in
accordance with the Securities Act, or in accordance with the corresponding
regulations in force in the other Excluded Countries.
UniCredit has also prepared and information document in English for the institutional
offer (International Offering Circular), meant for: (i) in the United States of America,
QIBs, as defined by Rule 144A adopted in accordance with the Securities Act, through
private placement in accordance with Section 4 (2) of the Securities Act and (ii)
outside the United States of America, to institutional investors in compliance with the
provisions of Regulation S issued in accordance with the Securities Act.
5.2.2 Commitments to subscribe the Shares
As at the Date of the Prospectus, to the best of the Issuer’s knowledge, neither the
members of the Board of Directors and of the Board of Statutory Auditors, nor the
other officers expressed any determination with respect to the subscription of the
Shares to which they are entitled in relation to the UniCredit ordinary and/or savings
shares owned by them.
For additional details, see Second Section, Chapter 5, Paragraph 5.4.3 of the
Prospectus.
5.2.3 Information to be notified before the allotment
In view of the nature of the Offer as Option, there will be no notices to subscribers
before the allotment of the Shares.
5.2.4 Procedure for communicating the allotted amount to subscribers
The notice of allotment of the Shares will be served to the respective clients by the
authorised intermediaries adhering to the system for the centralised transfer of shares
managed by Monte Titoli, Clearstream or NDS.
5.2.5 Over allotment and Greenshoe
5.3 Setting the Price
Not applicable to the present Offer.
5.3.1 Offer Price
The Offer Price, of €1.589 per Share, whereof €1.089 as premium, was set by the
UniCredit Board of Directors on January 7, 2010.
The Issuer shall not impose any accessory charge or expense on the applicant.
- 439 -

5.3.2 Procedure for the Notification of the Offer Price
The Offer Price, i.e. €1.589 per Share, was notified to the market with a press release
issued at the end of the Board of Directors meeting of January 7, 2010 and it is
indicated in the Prospectus.
5.3.3 Limitations of the Option Right
The Shares are offered in option to holders of ordinary and savings shares in
accordance with Article 2441, first, second and third paragraph of the Italian Civil
Code and there are no limitations to the option rights to which eligible shareholders
are entitled.
5.3.4 Any difference between the issue price of the Shares and price of the shares paid
during the previous year or to be paid by members of the Board of Directors,
members of the Board of Statutory Auditors, high level executives or affiliated
persons
To the best of the Issuer’s knowledge, with the exception of the purchases completed
and notified in accordance with current regulations, during the year 2008 and 2009,
the members of the governing, directing, controlling bodies, and high executives or
persons closely connected with them have not purchased shares of the Issuer at a
substantially different price from the Offer Price.
Notices to the market about the completed purchases are incorporated in the
Prospectus by reference, in accordance with Article 11 of Directive 2003/71/EC and
with Article 28 of Regulation No. 809/2004/EC, and they are available to the public at
the head offices and at the site www.unicreditgroup.eu, in Italian and English.
With respect to the instruments that entitle to purchase the Issuer’s shares, please see
First Section, Chapter 17, Paragraph 2 of the Prospectus.
5.4 Placement and Subscription
5.4.1 Indication of the Offer Placement Agents
Since it is an offer as option in accordance with Article 2441, Paragraph 1, of the
Italian Civil Code, there is no placement agent.
5.4.2 Name and address of the bodies tasked with the financial service and of the
custodian agents in each countries
The request to subscribe the Shares shall be transmitted through the authorised
intermediaries adhering to the system for the centralised transfer of shares of Monte
Titoli, Clearstream or NDS.
5.4.3 Subscription and guarantee commitments
On December 15, 2009, Fondazione Cassa di Risparmio di Torino, holder of
534,263,185 ordinary shares of UniCredit, as well as CASHES for nominal value of
€542,400,000, took on the commitment to subscribe the Shares deriving from its
shareholding as well as from the CASHES, up to a maximum amount of
- 440 -

€135,000,000, then extended to €170,000,000 on December 22, 2009. The
subscription commitment of Fondazione CRT is subject to the following conditions:
(i) the subscription price of the Shares has an appropriate discount (in any event, not
less than 25% of the official stock market price on the trading day prior to the
calculation), to the extent that will be determined by the UniCredit Board of Directors,
compared to the so-called TERP theoretical price of Unicredit ordinary shares,
calculated based on the current methodologies on the office stock market price for the
trading day prior to the calculation; (ii) an identical, irrevocable subscription
commitment is assumed by the other Italian majority institutional investors; and (iii)
that the Fondazione receives advance authorisation from the Supervisory Authorities,
and the transaction complies with current regulations applicable to the Fondazione.
On December 15, 2009, as well, Fondazione CRTrieste, holder of 54,056,062 ordinary
shares, committed to fully exercising its option right deriving from the shares held, as
well as the option rights deriving from the CASHES held for a nominal amount of €10
million.
On 16 December 2009, Privatstiftung zur Verwaltung von Anteilsrechten committed
irrevocably to exercising the option rights deriving from the 124,049,475 directly and
indirectly held ordinary shares.
On December 21, 2009, Fondazione Cassa di Risparmio di Modena, holder of
8,888,075 ordinary shares, committed to fully exercising its option rights deriving
from the ordinary shares, as well as the option rights deriving from the CASHES held,
for a nominal amount of €119.5 million.
On December 22, 2009, Carimonte Holding S.p.A. committed to fully exercising its
option rights deriving from the 527,749,480 ordinary shares held, as well as the option
rights deriving from the CASHES, for a nominal amount of €79.7 million.
Similar commitments were undertaken (i) on December 24, 2009 by the Libyan
Investment Authority with reference to the 36,700,000 shares held and (ii) on
December 27, 2009 by the Central Bank of Libya with reference to the 639,460,125
shares held directly and the 88,558,899 shares held indirectly, as well as the CASHES
held for a nominal value of €746,500,000.
On 30 December 2009, Allianz SE committed to exercising the option rights deriving
from the 122,139,622 directly and indirectly held ordinary shares. This undertaking is
subject to the condition that the subscription price of the Shares is not greater than
75% of the official reference price of the UniCredit shares as publised by the Italian
Stock Exchange at the closing of the working day prior to the date of the resolution of
the Board of Directors to fix the price. On 4 January 2010 and subject to the same
condition, (i) Allianz S.p.A. and RB Vita S.p.A, represented by Allianz Investments
Management Italia S.p.A., committed to exercising the option rights deriving from the
204,842,382 ordinary shares held and (ii) Allianz Investment Management Paris, on
behalf of Allianz IARD, Allianz Vie, Arcalis, Génération Vie, committed to
exercising the option rights deriving from the 10,858,397 ordinary shares held.
- 441 -

The Guarantors have assumed the obligation towards UniCredit, severally and without
any joint obligation, to subscribe any Shares which are unsubscribed at the expiration
of the Offer and of the subsequent stock market offer performed in accordance with
Article 2441.3 of the Italian Civil Code up to the maximum total amount of €4 billion.
The guarantee agreement contains, among other matters, the usual clauses that entitle
the Guarantors to withdraw from the agreement, among them the so-called “material
adverse change” and “force majeure” clauses in line with best international practices.
As part of the guarantee agreement, UniCredit undertook the commitment, starting
from the date of subscription of the guarantee agreement and up to the 90th day from
the closing date of said agreement, not to carry out, without the prior agreement of
Merrill Lynch International, in name and on behalf of the Guarantors, which shall not
be unreasonably denied: (i) directly or indirectly, operations of issue, offer or sale, use
or, in any event, operations concerning or resulting in the assignment or transfer to
third parties, for any reason and under any form, of the Company’s shares, as well as
(ii) swap contracts or other derivatives contracts, which have the same effects, even
only in terms of financial effect, of the above operations. In any event, this is without
prejudice to the operations for the purpose of the stock option or stock granting plans,
as well as the operations of use relating to treasury shares.
Possible participation in the guarantee consortium by other institutions will be notified
to the market through press release.
5.4.4 Date of stipulation of the subscription and guarantee agreements
The commitments of the Guarantors as per Second Section, Chapter 5, Paragraph
5.4.3, of the Prospectus were assumed on an earlier date than the Date of the
Prospectus.
- 442 -

6. ADMISSION TO TRADING AND TRADING PROCEDURES
6.1 Request for admission to trading
The Shares shall be admitted for trading on the MTA, equally to the currently outstanding
UniCredit Shares.
The Issue of Share Capital entails the issue of no. 2,516,889,453 Shares, which represent a
maximum percentage exceeding 10% of the number of shares of the Company of the same
class that have already been admitted for trading. Therefore, in accordance with Article 57,
Paragraph 1, Letter a) of the Issuers’ Regulations, the Prospectus also constitutes a prospectus
for the quoting of the Shares connected to the Issue of Share Capital.
For the purposes of the admission of the Shares to trading on the Frankfurt Stock Exchange,
General Standard segment, and on the Warsaw Stock Exchange, UniCredit will submit a
request to the respective market management firms, in accordance with current regulations.
The start of trading of the Shares on the Frankfurt Stock Exchange, General Standard Segment,
and on the Warsaw Stock Exchange will take place only as a result of the Offer on the MTA –
in accordance with Article 2441, Paragraph 3, of the Civil Code – of any unexercised option
rights.
6.2 Other regulated markets
As at the Date of the Prospectus, the Issuer’s shares are traded on the MTA, on the Frankfurt
Stock Exchange, General Standard segment, and on the Warsaw Stock Exchange.
6.3 Other transactions
In proximity to the Offer, no other subscriptions or private placements of UniCredit ordinary or
savings shares are planned.
6.4 Brokers in the transactions on the secondary market
Not applicable to the Offer.
6.5 Stabilisation
No stabilisation activity is expected to be carried out by the Issuer or by persons appointed by
the Issuer.
- 443 -

7. OWNERS OF FINANCIAL INSTRUMENTS PROCEEDING WITH THE SALE
The Shares are offered directly by the Issuer and, therefore, for all information about the
Company and the Group, please see the data and information already provided in the Summary
Note and in First Section of the Prospectus.
- 444 -

8. EXPENSES LINKED TO THE OFFER
8.1 Total net proceeds and estimate of the total expenses linked to the Offer
The total net proceeds deriving from the Issue of Share Capital are estimated to be about €3.9
billion.
The total amount of the expenses may be about €100 million maximum, including consultation
expenses, out of pocket expenses and the guarantee fees calculated to the maximum extent.
- 445 -

9. DILUTION
9.1 Amount and percentage of the immediate dilution deriving from the Offering
If the option rights to which they are entitled are not exercised in full and Issue of Share Capital
is not fully subscribed, the shareholders who do not subscribe the portion to which they are
entitled would have a maximum dilution of their holding, in terms of percentage of the share
capital, of 13.04%.
With regard to holders of savings shares, the allocation to them of the option right to subscribe
ordinary shares determines a dilutive effect on the holdings of ordinary shareholders that,
considering the reduced quantity of savings shares present as at the Date of the Prospectus, is
not of an appreciable dimension.
- 446 -

10. ADDITIONAL INFORMATION
10.1 Consultants
No consultants linked to the Offer are mentioned in Second Section.
10.2 Indication of other information contained in this Section subjected to audit or limited
audit by Auditors
Second Section does not contain additional information with respect to those contained in First
Section, which were audited or partially audited by Auditors.
10.3 Expert opinions or reports
No expert opinions or reports are contained in Second Section.
10.4 Information originating from third parties
No information originating from third parties is contained in Second Section.
- 447 -

APPENDIX
- 448 -

Consolidated Interim Report
as at September 30, 2009

UniCredit S.p.A
Registered Office: Roma, A. Specchi, 16
General Management: Milan, Piazza Cordusio
Registration number in the Rome Trade and Companies Register, tax Code and VAT No. 00348170101
Entered in the Register of Banks
Parent Company of the UniCredito Italiano Banking Group
Banking Group Register No. 3135.1
Member of the Interbank Deposit Protection Fund
Capital Stock: €8,389,869,514.00 fully paid in
2

3
Consolidated Interim Report as at September 30, 2009

Board of Directors and Board of
Statutory Auditors
Board of Directors
Board of Statutory Auditors
External Auditors KPMG S.p.A.
Nominated Official in charge of
drawing up Company Accounts Marina Natale
5
Dieter Rampl Chairman
Luigi Castelletti First Deputy Chairman
Farhat Omar Bengdara Deputy Chairmen
Vincenzo Calandra Buonaura
Fabrizio Palenzona
Alessandro Profumo CEO
Giovanni Belluzzi Directors
Manfred Bischoff
Enrico Tommaso Cucchiani
Donato Fontanesi
Francesco Giacomin
Piero Gnudi
Friedrich Kadrnoska
Marianna Li Calzi
Salvatore Ligresti
Luigi Maramotti
Antonio Maria Marocco
Carlo Pesenti
Lucrezia Reichlin
Hans-Jürgen Schinzler
Theodor Waigel
Anthony Wyand
Franz Zwickl
Lorenzo Lampiano Company Secretary
Giorgio Loli Chairman
Gian Luigi Francardo Standing Auditors
Siegfried Mayr
Aldo Milanese
Vincenzo Nicastro
Massimo Livatino Alternate Auditors
Giuseppe Verrascina

Contents
7
Consolidated Interim Report as at September 30, 2009
Introduction 8
Prefatory Note 8
Reclassified Financial Assets 10
Interim Report on Operations 13
Highlights 15
Condensed Accounts 16
Quarterly Figures 18
Comparison of Q3 2009 / Q3 2008 20
Results by Business Segment 21
Group Figures 1999 - 2009 22
UniCredit Share 23
Group Results 24
Macroeconomic and Banking Scenario 24
Main Results and Performance for the period 28
Capital and Value Management 36
Information on Risk 38
Results by Business Segment 42
Further Information 75
Subsequent Events and Outlook 84
Condensed Consolidated Financial Statements 87
Consolidated Accounts 89
Explanatory Notes 99
Part A) Accounting Policies 101
Part B) Consolidated Balance Sheet 137
Part C) Consolidated Income Statement 153
Part D) Segment Reporting 163
Part E) Risks and Hedging Policies 169
Part F) Consolidated Shareholders’ Equity 221
Part H) Related-Party Transactions 229
Part I) Share-Based Payments 233
Annexes 237
Declaration by the Nominated Official in charge of drawing up Company
Accounts 257
Report of External Auditors 261

Introduction
Prefatory Note
General Matters
This Consolidated Interim Report at September 30, 2009 was compiled under Italian Legislative Decree no. 58 of 24
February 1998, Section 154-ter, paragraph 2 and in compliance with IAS/IFRS, as indicated by IAS 34 on Interim Financial
Reporting, in the condensed version provided for in paragraph 10, instead of the full reporting provided for annual accounts.
In UniCredit’s website the press releases concerning the main events of the period and the presentation to the market of the
results for the period are to be found.
General Principles
This Consolidated Interim Report continues previous years’ practice of presenting a condensed Balance Sheet and Income
Statement compiled following the principles adopted for the 2008 Accounts and interim reports. The report is supplemented
by a set of tables (Highlights, Condensed Accounts, Quarterly Figures, Comparison of Q3 2009 / Q3 2008, Results by
Business Segment, Group Figures 1999-2009, UniCredit Share), and by information on Group Results.
For the purposes of the “Prospectus for the offer in option to shareholders”, this Report is supplemented by the
Condensed Accounts (i.e. the Consolidated Balance Sheet and Income Statement, Statement of Comprehensive Income,
Statement of Changes in Shareholders’ Equity, Cash-Flow Statement, Notes to the Accounts and Annexes). For further
information see Part A - Accounting Policies, Section 2 – Preparation Criteria.
This document also contains:
- the Consolidated Financial Statement Certification (already included in the reporting);
- the Report of External Auditors (KPMG SpA) on their limited review.
Consolidation Area
In the first nine months of 2009 there were no significant changes. Data has been restated where necessary on a comparable
basis to take account of changes in the area of consolidation, scope of operations and reclassification of assets held for
disposal under IFRS 5. Changes that occurred between December 2008 and September 2009 refer to thirteen newly included
companies in the Bank Austria sub-group, ten in the HVB sub-group and a further two companies, which had previously been
considered not significant (except for Redstone Redstone Mortgages Plc, see Part E) Risks and related risk management
policies; Information on Structured Credit Products and Trading Derivatives with customers). The impact on the Group’s
consolidated assets was 0.20%.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
8

Changes made to enable proper comparison
9
>> Consolidated Interim Report
Transactions carried out in 2008 made prior-year figures not comparable. In order to make the following tables comparable,
balance-sheet data relating to the quarters of 2008 have been restated to take account of:
� the completion of Purchase Price Allocation (“PPA”) relating to the business combination with the Capitalia group,
as presented in the 2008 Accounts and
� the reclassification of the interest in Mediobanca SpA from “Available for sale assets” to “Equity Investments”, in
line with the noted changes to the governance structure of Mediobanca.
With the same aim of bringing consistency and comparability, 2008 quarterly results have been restated following
completion of PPA. The Quarterly Figures table published in the 2008 Accounts also comprised the effects of PPA
completion.
Please note that, starting from September 2009, the condensed income statement has been aligned with accounts data by
leaving the results of private equity business in "Net income from investments" and not "Net trading, hedging and fair value
income"; the published quarterly results for Q1 and Q2 2009 and full year 2008 have been adjusted accordingly.
Non-Current Assets and Asset Groups Held for Disposal
The main items reclassified as per IFRS 5 under non-current assets and asset groups held for disposal at September 30,
2009 were stakes in IRFIS Mediocredito della Sicilia SpA.
Segment Reporting
In late 2008 and early 2009, UniCredit Group made certain changes to its organizational model leading to three Strategic
Business Areas, viz: (i) Retail Banking, (ii) Corporate & Investment Banking and Private Banking (CIB&PB), and (iii) Global
Banking Services (GBS), headed by the three Deputy CEOs. The SBAs are responsible for Business Units, which correspond
to the former divisions, with the exception of Asset Management, whose Head, together with the Head of the CEE
Divisionalization Program (including Poland’s Markets), reports directly to the CEO.
Segment reporting is however by business division, in line with the current practice in management reporting of Group results,
as follows: Retail Banking, Corporate & Investment Banking (which consolidates the former divisions Corporate Banking and
MIB), Private Banking, Asset Management, Central & Eastern Europe and Poland’s Markets. Profit and loss data are given in
the items of the reclassified income statement down to operating profit, except for the CEE and Poland’s Markets divisions,
for which a net profit figure is given.
CIB results are reported for the first time in Q3 2009. In H1 2009 the composition of the business structures changed
following transfer of the Asset Gathering business from Private Banking to Retail Banking. Prior-year profit and loss data have
been restated to take these changes in scope into account.

Reclassified Financial Assets
EC Regulation 1004 dated October 15, 2008 transposed the changes made to IAS 39 and IFRS 7 “Reclassification of
financial assets” by the IASB. These changes applied as from July 1, 2008 and allow, after initial recognition, the
reclassification of certain “held for trading” and “available for sale” financial assets.
The following may be reclassified:
� “Held for trading” and “available for sale” financial assets which would have complied with the IFRS definition of
loans and receivables (if they had not been recognized as “held for trading” and “available for sale” financial assets
on initial recognition), provided that the entity has the intention and ability to hold them for the foreseeable future or
to maturity.
� ”Only in rare circumstances” held for trading financial assets failed to satisfy the loans and receivables definition on
initial recognition and § 2 of the above Regulation noted that “the current financial crisis is considered one of such
rare circumstances that may justify the use of this option [sc. reclassification] by the entity”.
In H2 2008 and H1 2009 the Group reclassified, mostly in Loans portfolio, and - in small portion – in “held-to-maturity”
portfolio, the “ “held for trading” financial assets (other than derivatives or financial instruments with embedded derivatives)
and “available for sale” financial assets in respect of which there was no intention to sell due to reduced liquidity and
continuing market turmoil, which – according to § 2 above – can be considered as a “rare circumstance”.
It was considered that given inter alia the good fundamental underlying values the best profit strategy was to retain these
assets for the foreseeable future.
There reclassifications therefore more closely align accounting classification and management strategy in light of the changes
intention and capability to retain these assets instead of selling them in the short term.
As note, the Directors believe that their intrinsic value is higher than fair value, considering the significant negative impact on
the latter of the market’s reduced liquidity.
In addition to financial instruments reclassified in 2008, in H1 2009 further financial assets with a face value of €8,588 million
at September 30, 2009, almost entirely consisting of government, public sector, corporate and financial institutions’ bonds
(some of the last-named being guaranteed) and Covered Bonds and Pfandbriefe (OBGs), were reclassified.
These assets were recognized at fair value on the date of reclassification without reversing the impact on the income
statement for “held for trading” financial assets, whereas changes to the fair value of “available for sale” financial assets
recognized in equity up to the reclassification date will be amortized over the residual life of the asset.
These assets will subsequently be valued at amortized cost, adjusted where necessary to take account of write-downs and
write-backs resulting from valuation.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
10

11
>> Consolidated Interim Report
The following table gives face value, carrying value and fair value at September 30, 2009 by category of reclassified asset as
well as the capital loss, gross of the tax effect, which would have been recognized had the reclassification not been made.
Reclassified Financial Assets (millions of €)
AMOUNTS AS AT 30.09.2009
NOMINAL AMOUNT CARRYING
AMOUNT
FAIR VALUE
Financial assets reclassified from category "Held for Trading" to "Loans and
Receivables": 22,456 21,468 19,877 549 -1,530
- Structured credit products 8,470 7,761 6,156 -147 -1,489
- Other debt securities 5,596 5,323 5,291 572 -165
- Other debt securities reclassified in first half 2009 8,390 8,384 8,430 124 124
Financial assets reclassified from category "Held for Trading" to "Held to
Maturity" 133 147 139 1 -3
Financial assets reclassified from category "Available for Sale" to "Loans and
Receivables" 775 757 743 -10 (*) -10 (*)
- Other debt securities reclassified in 2008 577 584 579 -2 -2
- Structured credit products reclassified in first half 2009 198 173 164 -8 -8
TOTAL 23,364 22,372 20,759 540 -1,543
- of which Financial assets reclassified in first half 2009 8,588 8,557 8,594 116 116
(*) amount pertaining to revaluation reserve instead of Profit and Loss.
FAIR VALUE
GAINS/LOSSES NOT
RECOGNIZED IN 2009
DUE TO
RECLASSIFICATION
(PRE-TAX)
TOTAL FAIR VALUE
GAINS/LOSSES NOT
RECOGNIZED DUE TO
RECLASSIFICATION
(PRE-TAX)
The application of the amortized cost method to these assets, adjusted where necessary to take into account the credit risk
assessment, also involved the recognition of interest receivable amounting to €212 million and write-downs amounting to €44
million in the first nine months of 2009.
Consequently, taking the above amounts into account, the overall pre-tax effect on profit at September 30, 2009 would have
been a gain of €383 million had the reclassification not been made.
These effects, aggregated as at the date of reclassification, would have been €365 million in interest receivable (of which €1
million referred to assets previously available for sale), €129 million in write-downs and €62 million in recognized gains on
disposal, and thus the overall pre-tax effect on profit would have been a loss of €1,769 million had the reclassification not
been made.

CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
12

Notes
13
Interim Report on Operations
>> Interim Report on Operations
Highlights 15
Condensed Accounts 16
Balance Sheet 16
Income Statement 17
Quarterly Figures 18
Balance Sheet 18
Income Statement 19
Comparison of Q3 2009 / Q3 2008 20
Condensed Income Statement 20
Results by Business Segment 21
Group Figures 1999 - 2009 22
UniCredit Share 23
Group Results 24
Macroeconomic and Banking Scenario 24
International situation 24
USA/Eurozone/Italy 24
CEE countries 26
Banking and Financial Markets 26
Main Results and Performance for the period 28
Capital and Value Management 36
Principles of Value Creation and Disciplined Capital Allocation 36
Capital Ratios 37
Shareholders’s Equity Attributable to the Group 37
Information on Risks 38
Results by Business Segment 42
Retail 43
Corporate & Investment Banking (CIB) 52
Private Banking 58
Asset Management 62
CEE and Poland’s Markets 66
Central Eastern Europe (CEE) 66
Poland’s Markets 72
Further Information 75
Transactions for rationalizing Group operations and other corporate
transactions 75
Steps to Strengthen Capital 83
Subsequent Events and Outlook 84
Subsequent Events 84
Outlook 85
The following conventional symbols have been used in the tables:
. a dash (-) indicates that the item/figure is inexistent;
. two stops (..) or (n.s.) when the figures do not reach the minimum considered significant or are not in any case considered significant;
. “N.A.” indicates that the figure is not available.
Unless otherwise indicated, all amounts are in millions of euros.

CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
14

Highlights
15
>> Interim Report on Operations
INCOME STATEMENT (€ million)
FIRST NINE MONTHS CHANGE
2009 2008
Operating income 21,129 20,781 + 1.7%
Operating costs 11,521 12,518 - 8.0%
Operating profit 9,608 8,263 + 16.3%
Profit before tax 2,680 5,616 - 52.3%
Net Profit attributable to the Group 1,331 3,507 - 62.0%
PROFITABILITY RATIOS
EPS (€) 1
ROE 2
FIRST NINE MONTHS CHANGE
2009 2008
0.11 0.30 - 0.19
4.0% 11.1% - 7.1
Cost/income ratio 54.5% 60.2% - 5.7
EVA (€ ml.) 3
-1,288 877 - 2,165
BALANCE SHEET MAIN ITEMS (€ million)
AMOUNTS AS AT CHANGE
09.30.2009 12.31.2008
Total assets 957,709 1,045,612 - 8.4%
Loans and receivables with customers 565,457 612,480 - 7.7%
Deposits from customers and debt securities in issue 590,103 591,290 - 0.2%
Shareholders' equity 59,300 54,999 + 7.8%
CAPITAL RATIOS
AS AT CHANGE
09.30.2009 12.31.2008 4
Core Tier 1/Total risk-weighted assets 7.55% 6.00% 1.55
Total regulatory capital/Total risk-weighted assets 12.08% 10.64% 1.44
STAFF AND BRANCHES
Employees 5
AS AT CHANGE
09.30.2009 12.31.2008
166,421 174,519 - 8,098
Employees (subsidiaries are consolidated proportionately) 156,232 163,991 - 7,759
Branches 6
9,892 10,251 - 359
RATINGS
SHORT-TERM MEDIUM AND OUTLOOK
DEBT LONG-TERM
FITCH RATINGS F-1 A NEGATIVE
Moody's Investors Service P-1 Aa3 STABLE
Standard & Poor's A-1 A STABLE
These figures refer to condensed Balance Sheet and Income Statement
Notes:
1. Annualized figures
2. Annualized figures, calculated on the basis of the average shareholders' equity for the period (excluding dividends to be distributed and reserves in
respect of AfS assets and cash-flow hedge), net of goodwill arising from the business combination with HVB and Capitalia, which were carried out with an
exchange of shares and recorded in accordance with IFRS 3. ROE figures for 2008 include the effects of completion of PPA and reclassification of
Mediobanca Spa interest.
3.
4. Restated following changes in capital.
5.
Economic Value Added, equal to the difference between NOPAT (net operating profit after taxes) and the cost of capital. 2008 figures include the effects
of completion of PPA.
"Full time equivalent" data. These figures include all employees of subsidiaries consolidated proportionately, such as Koç Financial Services Group
employees.
6. These figures include all branches of subsidiaries consolidated proportionately, such as Koç Financial Services branches.

Condensed Accounts
CONSOLIDATED BALANCE SHEET (€ million)
Assets
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
CHANGE
09.30.2009 12.31.2008 AMOUNT PERCENT
Cash and cash balances 6,442 7,652 - 1,210 - 15.8%
Financial assets held for trading 145,519 204,890 - 59,371 - 29.0%
Loans and receivables with banks 97,288 80,827 + 16,461 + 20.4%
Loans and receivables with customers 565,457 612,480 - 47,023 - 7.7%
Financial investments 67,397 65,222 + 2,175 + 3.3%
Hedging instruments 14,442 8,710 + 5,732 + 65.8%
Property, plant and equipment 11,805 11,936 - 131 - 1.1%
Goodwill 20,381 20,889 - 508 - 2.4%
Other intangible assets 5,259 5,593 - 334 - 6.0%
Tax assets 12,323 12,392 - 69 - 0.6%
Non-current assets and disposal groups classified as held for
sale 590 1,030 - 440 - 42.7%
Other assets 10,806 13,991 - 3,185 - 22.8%
Total assets 957,709 1,045,612 - 87,903 - 8.4%
Liabilities and shareholders' equity
CHANGE
09.30.2009 12.31.2008 AMOUNT PERCENT
(€ million)
Deposits from banks 124,112 177,677 - 53,565 - 30.1%
Deposits from customers and debt securities in issue 590,103 591,290 - 1,187 - 0.2%
Financial liabilities held for trading 128,669 165,335 - 36,666 - 22.2%
Financial liabilities designated at fair value 1,647 1,659 - 12 - 0.7%
Hedging instruments 13,268 9,323 + 3,945 + 42.3%
Provisions for risks and charges 8,175 8,049 + 126 + 1.6%
Tax liabilities 6,587 8,229 - 1,642 - 20.0%
Liabilities included in disposal groups classified as held
sale
for
298 537 - 239 - 44.5%
Other liabilities 22,442 25,272 - 2,830 - 11.2%
Minorities 3,108 3,242 - 134 - 4.1%
Group shareholders' equity 59,300 54,999 + 4,301 + 7.8%
- Capital and reserves 57,564 51,665 + 5,899 + 11.4%
- Available-for-sale assets fair value reserve and
AMOUNTS AS AT
AMOUNTS AS AT
cash-flow hedging reserve 405 -678 + 1,083 - 159.7%
- Net profit 1,331 4,012 - 2,681 - 66.8%
Total liabilities and shareholders' equity 957,709 1,045,612 - 87,903 - 8.4%
16

17
>> Interim Report on Operations
CONSOLIDATED INCOME STATEMENT (€ million)
FIRST NINE MONTHS CHANGE
2009 2008 €m PERCENT ADJUSTED 1
Net interest 13,287 13,550 - 263 - 1.9% + 3.0%
Dividends and other income from equity investments 221 579 - 358 - 61.8% - 60.8%
Net interest income 13,508 14,129 - 621 - 4.4% + 0.5%
Net fees and commissions 5,666 7,003 - 1,337 - 19.1% - 15.6%
Net trading, hedging and fair value income 1,651 -730 + 2,381 n.s. n.s.
Net other expenses/income 304 379 - 75 - 19.8% - 18.0%
Net non-interest income 7,621 6,652 + 969 + 14.6% + 21.0%
OPERATING INCOME 21,129 20,781 + 348 + 1.7% + 7.0%
Payroll costs -6,821 -7,533 + 712 - 9.5% - 6.9%
Other administrative expenses -4,087 -4,443 + 356 - 8.0% - 4.8%
Recovery of expenses 318 417 - 99 - 23.7% - 23.8%
Amortisation, depreciation and impairment losses on intangible
and tangible assets -931 -959 + 28 - 2.9% + 2.2%
Operating costs -11,521 -12,518 + 997 - 8.0% - 4.9%
OPERATING PROFIT 9,608 8,263 + 1,345 + 16.3% + 25.1%
Provisions for risks and charges -377 -179 - 198 + 110.6% + 113.2%
Integration costs -321 -109 - 212 + 194.5% + 206.5%
Net write-downs of loans and provisions for guarantees and
commitments -6,245 -2,372 - 3,873 + 163.3% + 171.5%
Net income from investments 15 13 + 2 + 15.4% - 16.2%
PROFIT BEFORE TAX 2,680 5,616 - 2,936 - 52.3% - 43.9%
Income tax for the period -885 -1,476 + 591 - 40.0% - 35.7%
PROFIT (LOSS) FOR THE PERIOD 1,795 4,140 - 2,345 - 56.6% - 46.8%
Minorities -269 -407 + 138 - 33.9% - 24.5%
NET PROFIT ATTRIBUTABLE TO THE GROUP BEFORE PPA 1,526 3,733 - 2,207 - 59.1% - 49.2%
Purchase Price Allocation effect 2
-195 -226 + 31 - 13.7% - 13.1%
NET PROFIT ATTRIBUTABLE TO THE GROUP 1,331 3,507 - 2,176 - 62.0% - 51.6%
Notes:
First nine months 2008 figures published in the Consolidated Quarterly Report as at September 30, 2008 were modified as follows:
- completion of PPA (Purchase Price Allocation), which also changed net profit attributable to the Group;
- reclassification of results of private equity investments from "Net trading, hedging and fair value income" to "Net income from investments".
2009 first nine months figures include the reclassification of private equity investments results.
1. Changes at constant foreign exchange rates and perimeter.
2. Mainly due to business combination with Capitalia

Quarterly Figures
CONSOLIDATED BALANCE SHEET (€ million)
Assets
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
09.30.2009 06.30.2009 03.31.2009 12.31.2008 09.30.2008 06.30.2008 03.31.2008
Cash and cash balances 6,442 6,514 5,674 7,652 5,621 4,757 5,649
Financial assets held for trading 145,519 157,122 197,344 204,890 171,791 201,325 209,214
Loans and receivables with banks 97,288 93,088 81,317 80,827 112,558 120,832 105,806
Loans and receivables with customers 565,457 585,087 600,672 612,480 623,725 598,040 588,023
Financial investments 67,397 63,425 63,011 65,222 67,247 63,718 65,572
Hedging instruments 14,442 12,980 13,634 8,710 4,722 2,366 2,861
Property, plant and equipment 11,805 12,198 12,014 11,936 11,955 11,989 11,962
Goodwill 20,381 20,412 20,494 20,889 22,324 21,666 20,754
Other intangible assets 5,259 5,351 5,414 5,593 5,775 5,730 5,807
Tax assets 12,323 12,034 12,798 12,392 10,984 11,104 11,077
Non-current assets and disposal groups classified as held for
sale 590 2,932 2,880 1,030 3,342 3,895 4,498
Other assets 10,806 11,569 13,042 13,991 12,894 14,730 13,842
Total assets 957,709 982,712 1,028,294 1,045,612 1,052,938 1,060,152 1,045,065
Liabilities and shareholders' equity
09.30.2009 06.30.2009 03.31.2009 12.31.2008 09.30.2008 06.30.2008 03.31.2008
Deposits from banks 124,112 142,891 163,524 177,677 183,678 186,326 166,200
Deposits from customers and debt securities in issue 590,103 590,684 577,062 591,290 639,814 639,809 632,465
Financial liabilities held for trading 128,669 135,340 169,584 165,335 118,865 121,879 128,422
Financial liabilities designated at fair value 1,647 1,633 1,688 1,659 1,842 1,703 1,858
Hedging instruments 13,268 10,875 12,560 9,323 5,897 5,483 7,210
Provisions for risks and charges 8,175 8,142 7,773 8,049 8,304 8,333 9,116
Tax liabilities 6,587 6,213 8,846 8,229 6,810 6,652 7,505
Liabilities included in disposal groups classified as held for sale
18
(€ million)
298 2,544 2,534 537 2,581 2,721 3,121
Other liabilities 22,442 23,513 24,318 25,272 24,980 27,239 26,208
Minorities 3,108 2,984 3,147 3,242 3,531 3,996 4,869
Group shareholders' equity 59,300 57,893 57,258 54,999 56,636 56,011 58,091
- Capital and reserves 57,564 57,469 57,506 51,665 54,088 53,922 56,676
- Available-for-sale assets fair value reserve and
cash-flow hedging reserve 405 -513 - 695 - 678 - 959 - 886 352
- Net profit 1,331 937 447 4,012 3,507 2,975 1,063
Total liabilities and shareholders' equity 957,709 982,712 1,028,294 1,045,612 1,052,938 1,060,152 1,045,065
Note:
2008 quarterly figures published in previous quarterly reports were modified due to:
• completion of PPA (Puchase Price Allocation);
• the reclassification of the interest in Mediobanca SpA from “Available for sale assets” to “Equity Interests”.
AMOUNTS AS AT AMOUNTS AS AT
AMOUNTS AS AT AMOUNTS AS AT

19
>> Interim Report on Operations
CONSOLIDATED INCOME STATEMENT (€ million)
Net interest 3,927 4,710 4,650 4,823 4,688 4,400 4,462
Q3 Q2 Q1 Q4 Q3 Q2 Q1
Dividends and other income from equity investments 63 104 54 433 223 280 76
Net interest income 3,990 4,814 4,704 5,256 4,911 4,680 4,538
Net fees and commissions 1,931 1,889 1,846 2,090 2,201 2,342 2,460
Net trading, hedging and fair value income 715 1,029 -93 -1,239 -524 478 -684
Net other expenses/income 95 104 105 -11 157 88 134
Net non-interest income 2,741 3,022 1,858 840 1,834 2,908 1,910
OPERATING INCOME 6,731 7,836 6,562 6,096 6,745 7,588 6,448
Payroll costs-2,276 -2,249 -2,296 -2,385 -2,467 -2,570 -2,496
Other administrative expenses -1,337 -1,426 -1,324 -1,576 -1,478 -1,506 -1,459
Recovery of expenses 107 112 99 140 114 169 134
Amortisation, depreciation and impairment losses on intangible
and tangible assets -325 -305 -301 -353 -326 -316 -317
Operating costs -3,831 -3,868 -3,822 -4,174 -4,157 -4,223 -4,138
OPERATING PROFIT 2,900 3,968 2,740 1,922 2,588 3,365 2,310
Goodwill impairment - - - -750 - - -
Provisions for risks and charges -154 -155 -68 -165 -51 -77 -51
Integration costs -12 -242 -67 -31 -18 -67 -24
Net write-downs of loans and provisions for guarantees and
commitments -2,164 -2,431 -1,650 -1,328 -1,074 -634 -664
Net income from investments 181 -133 -33 194 -359 186 186
PROFIT BEFORE TAX 751 1,007 922 -158 1,086 2,773 1,757
Income tax for the period -188 -363 -334 849 -388 -631 -457
PROFIT (LOSS) FOR THE PERIOD 563 644 588 691 698 2,142 1,300
Minorities -103 -90 -76 -111 -104 -142 -161
NET PROFIT ATTRIBUTABLE TO THE GROUP BEFORE PPA 460 554 512 580 594 2,000 1,139
Purchase Price Allocation effect 1
-66 -64 -65 -75 -62 -88 -76
NET PROFIT ATTRIBUTABLE TO THE GROUP 394 490 447 505 532 1,912 1,063
Notes:
Interim figures of 2008 published in the reports issued during the year are modified due to the completion of PPA ("Purchase Price Allocation"). This change also modified net profit attributable to the
Group in each quarter. Please note that data in the table "Quarterly figures" published in Annual Report 2008 already included the effects of this operation.
Figures published in previous interim reports (both 2008 and 2009) were also modified due to the reclassification of private equity investments results from "Net trading, hedging and fair value income"
to "Net income from investments".
1. Mainly due to business combination with Capitalia
2009
2008

Comparison of Q3 2009 / Q3 2008
CONDENSED INCOME STATEMENT (€ million)
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
2009 2008 €m PERCENT ADJUSTED 1
Net interest 3,927 4,688 - 761 - 16.2% - 11.7%
Dividends and other income from equity investments 63 223 - 160 - 71.7% - 70.5%
Net interest income 3,990 4,911 - 921 - 18.8% - 14.1%
Net fees and commissions 1,931 2,201 - 270 - 12.3% - 8.4%
Net trading, hedging and fair value income 715 -524 + 1,239 n.s. n.s.
Net other expenses/income 95 157 - 62 - 39.5% - 5.1%
Net non-interest income 2,741 1,834 + 907 + 49.5% + 60.0%
OPERATING INCOME 6,731 6,745 - 14 - 0.2% + 5.9%
Payroll costs -2,276 -2,467 + 191 - 7.7% - 5.1%
Other administrative expenses -1,337 -1,478 + 141 - 9.5% - 6.3%
Recovery of expenses 107 114 - 7 - 6.1% - 8.1%
Amortisation, depreciation and impairment losses on
intangible and tangible assets -325 -326 + 1 - 0.3% + 4.0%
Operating costs -3,831 -4,157 + 326 - 7.8% - 4.7%
OPERATING PROFIT 2,900 2,588 + 312 + 12.1% + 23.2%
Provisions for risks and charges -154 -51 - 103 + 202.0% + 208.6%
Integration costs -12 - 18 + 6 - 33.3% - 15.8%
Net write-downs of loans and provisions for guarantees and
commitments -2,164 -1,074 - 1,090 + 101.5% + 107.9%
Net income from investments 181 -359 + 540 n.s. n.s.
PROFIT BEFORE TAX 751 1,086 - 335 - 30.8% - 14.5%
Income tax for the period -188 -388 + 200 - 51.5% - 45.0%
PROFIT (LOSS) FOR THE PERIOD 563 698 - 135 - 19.3% + 2.5%
Minorities -103 -104 + 1 - 1.0% + 5.4%
NET PROFIT ATTRIBUTABLE TO THE GROUP BEFORE PPA 460 594 - 134 - 22.6% + 1.9%
Purchase Price Allocation effect 2
-66 - 62 - 4 + 6.5% + 6.7%
NET PROFIT ATTRIBUTABLE TO THE GROUP 394 532 - 138 - 25.9% + 1.3%
Notes:
1. Changes at constant exchange rates and perimeter.
Q3 CHANGE
Third quarter 2008 figures published in the Consolidated Quarterly Report as at September 30, 2008 were modified as follows:
- completion of PPA (Purchase Price Allocation), which also changed net profit attributable to the Group;
- reclassification of private equity investments results from "Net trading, hedging and fair value income" to "Net income from investments".
2. Mainly due to business combination with Capitalia.
20

Results by Business Segment
21
>> Interim Report on Operations
KEY FIGURES (€ million)
Income statement
OPERATING INCOME
RETAIL CORPORATE PRIVATE ASSET CENTRAL POLAND'S PARENT CO. AND CONSOLIDATED
& INVESTMENT BANKING MANAGEMENT EASTERN MARKETS OTHER SUBSIDIARIES GROUP
BANKING EUROPE CONSOLIDATION TOTAL
(CIB) (CEE) ADJUSTMENTS INCLUDED)
First 9 months 2009 7,565 7,790 587 524 3,504 1,207 -48 21,129
First 9 months 2008 8,787 5,376 704 875 3,409 1,731 -101 20,781
Operating costs
First 9 months 2009 -5,302 -2,477 -400 -351 -1,439 -634 -918 -11,521
First 9 months 2008 -5,686 -2,602 -413 -393 -1,613 -806 -1,005 -12,518
OPERATING PROFIT
First 9 months 2009 2,263 5,313 187 173 2,065 573 -966 9,608
First 9 months 2008 3,101 2,774 291 482 1,796 925 -1,106 8,263
PROFIT BEFORE TAX
First 9 months 2009 720 1,403 175 179 828 508 -1,133 2,680
First 9 months 2008 2,206 1,504 311 503 1,538 879 -1,325 5,616
Balance Sheet
LOANS TO CUSTOMERS
as at September 30, 2009 169,295 302,997 6,709 - 58,201 18,844 9,411 565,457
as at December 31, 2008 180,280 330,120 6,941 - 62,145 19,870 13,124 612,480
DEPOSITS FROM CUSTOMERS AND DEBT SECURITIES IN ISSUE
as at September 30, 2009 242,529 184,334 22,758 - 50,608 21,173 68,701 590,103
as at December 31, 2008 215,915 189,260 24,036 - 50,100 22,390 89,589 591,290
TOTAL RISK WEIGHTED ASSETS
as at September 30, 2009 69,933 254,626 4,926 2,038 68,391 22,457 36,916 459,287
as at December 31, 2008 80,410 278,371 5,172 1,831 76,073 24,957 45,718 512,532
EVA 1
First 9 months 2009 104 -111 101 104 142 156 -1,784 -1,288
First 9 months 2008 1,041 -274 166 334 584 322 -1,296 877
Cost/income ratio
First 9 months 2009 70.1% 31.8% 68.1% 67.0% 41.1% 52.5% n.s. 54.5%
First 9 months 2008 64.7% 48.4% 58.7% 44.9% 47.3% 46.6% n.s. 60.2%
Employees 2
as at September 30, 2009 49,953 14,777 2,984 1,967 52,771 20,663 23,306 166,421
as at December 31, 2008 52,232 15,712 3,077 2,165 56,066 21,406 23,861 174,519
Notes
Figures were adjusted, if necessary, to include changes in scope of consolidation, in scope of operations and in assets held for sale. Furthermore, they were changed due to the completion of
PPA (Purchase price Allocation) and reclassification of private equity figures.
1
2
2008 figures were restated following Basel2 regulations
"Full time equivalent". These figures include all the employees of subsidiaries consolidated proportionately, such as Koç Financial Services

Group Figures 1999 - 2009
Income Statement
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
M9 2009 2008 2007 2006 2005 2004 2004 2003 2002 2001 2000 1999
Operating income 21,129 26,866 25,893 23,464 11,024 10,203 10,375 10,465 10,099 9,989 9,318 7,611
Net interest income 13,508 19,385 14,843 12,860 5,645 5,156 5,200 5,088 5,127 5,049 4,747 4,046
Net non-interest income 7,621 7,481 11,050 10,604 5,379 5,047 5,175 5,377 4,972 4,940 4,571 3,565
Operating costs -11,521 -16,692 -14,081 -13,258 -6,045 -5,701 -5,941 -5,703 -5,483 -5,263 -4,752 -4,146
Operating profit 9,608 10,174 11,812 10,206 4,979 4,502 4,434 4,762 4,616 4,726 4,566 3,465
Profit before income tax 2,680 5,458 9,355 8,210 4,068 3,238 2,988 3,257 2,924 3,212 3,185 2,271
Net profit 1,526 4,831 6,678 6,128 2,731 2,239 2,300 2,090 1,962 1,954 1,858 1,640
Net profit attributable to the Group 1,331 4,012 5,961 5,448 2,470 2,069 2,131 1,961 1,801 1,454 1,395 1,287
Balance sheet
Total assets 957,709 1,045,612 1,021,758 823,284 787,284 260,909 265,855 238,256 213,349 208,388 202,656 168,927
Loans and receivables to customers 565,457 612,480 574,206 441,320 425,277 139,723 144,438 126,709 113,824 117,622 115,157 101,577
of which: non-performing loans 12,239 10,464 9,932 6,812 6,861 2,621 2,621 2,373 2,104 1,822 2,005 2,174
Deposits from customers and debt securities in
issue
590,103 591,290 630,533 495,255 462,226 155,079 156,923 135,274 126,745 127,320 118,006 107,071
Shareholders’ equity 59,300 54,999 57,724 38,468 35,199 14,373 14,036 13,013 12,261 9,535 8,644 7,708
Profitability ratios (%)
ROE 1 4.00 9.5 15.6 16.7 15.6 15.7 17.9 17.7 17.2 18 19.2 20
Operating profit/Total assets 1 1.34 0.97 1.16 1.24 0.63 1.73 1.67 2 2.16 2.27 2.25 2.05
Cost/income ratio 54.5 62.1 54.4 56.5 54.8 55.9 57.3 54.5 54.3 52.7 51 54.5
1. Annualized for current year.
IAS/IFRS DL 87/92
UniCredit Group was created in 1998 from the aggregation of Credito Italiano Group, which had acquired a controlling interest in Rolo Banca 1473 in 1995 and Unicredito
Group (Cariverona Banca, Banca CRT and Cassamarca). Subsequent most significant changes are:
- in 1999 acquisition of Pekao Group and integration with Caritro;
- in 2000 acquisition of CR Trieste, CR Carpi, Banca dell'Umbria, Bulbank, Splitska Banka (sold off in first half 2002), Pol'nobanka and the US-based Pioneer Group;
- in 2001 sale of Fiditalia;
- in 2002 acquisition of Zagrebacka Banka;
- since 2003 proportional consolidation 50% of Koç Finansal Hizmetler Group and Zivnotenska Banka (subsequently merged in HVB Czech Republic). Please note that
the conclusion of S3 reorganisation also involved the acquisition of minorities (in particular: Rolo Banca 1473);
- in 2003 and 2004 acquisition of further interest in CR Carpi, Banca dell'Umbria and Locat;
- in 2005 proportional consolidation of Yapi Kredi Bankasi Group, controlled with a 57% interest by Koç Financial Services; in November
HVB Group was consolidated;
- in 2006 HVB Group grew with about 70 new companies; other minor changes occurred;
- in 2007 Capitalia SpA was merged into UniCredit, effective October 1, 2007.
- in 2008 acquisition of Ukrsotsbank and sale of BPH.
1,200
1,000
800
600
400
200
0
169
203 208 213
Total assets (€ billion)
238
266 261
787
823
1,022 1,046
1999 2000 2001 2002 2003 2004 2004 2005 2006 2007 2008 M9
2009
958
22

UniCredit Share
SHARE INFORMATION
Share price (€)
23
>> Interim Report on Operations
M9 2009 2008 2007 2006 2005 2004 2003 2002 2001
- maximum 2.775 5.697 7.646 6.727 5.864 4.421 4.425 5.255 5.865
- minimum 0.591 1.539 5.131 5.564 4.082 3.805 3.144 3.173 3.202
- average 1.722 3.768 6.541 6.161 4.596 4.083 3.959 4.273 4.830
- end of period 2.703 1.728 5.659 6.654 5.819 4.225 4.303 3.808 4.494
Number of outstanding shares (million)
- at period end 1
16,779.3 13,368.1 13,278.4 10,351.3 10,303.6 6,249.7 6,316.3 6,296.1 5,046.4
- shares cum dividend 13,372.7 13,195.3 10,357.9 10,342.3 6,338.0 6,316.3 6,296.1 5,131.1
of which: savings shares 21.7 21.7 21.7 21.7 21.7 21.7 21.7 21.7
- average 1
16,590.2 13,204.6 11,071.6 10,345.2 6,730.3 6,303.6 - - -
Dividend
- total dividends (€ million) (*) 3,431 2,486 2,276 1,282 1,080 995 724
- dividend per ordinary share (*) 0.260 0.240 0.220 0.205 0.171 0.158 0.141
- dividend per savings share (*) 0.275 0.255 0.235 0.220 0.186 0.173 0.156
1. The number of shares is net of treasury shares.
(*) Dividend is distributed in the form of newly issued shares (see "Further Information - Steps to strenghten capital")
EARNINGS RATIOS
IAS Italian GAAP
M9 2009 2008 2007 2006 2005 2004 2004 2003 2002 2001
Shareholders' equity (€ million) 59,300 54,999 57,690 38,468 35,199 14,373 14,036 13,013 12,261 9,535
Group portion of net profit (€ million) 1,331 4,012 5,901 5,448 2,470 2,069 2,131 1,961 1,801 1,454
Net worth per share (€) 3.53 4.11 4.34 3.72 3.42 2.30 2.21 2.06 1.95 1.89
Price/ Book value 0.76 0.42 1.30 1.79 1.70 1.84 1.91 2.09 1.96 2.38
Earnings per share (€) 2
0.11 0.30 0.53 0.53 0.37 0.33 0.34 0.31 0.29 0.28
Payout ratio (%) (*) 58.1 45.6 92.1 60.2 55.1 55.2 49.8
Dividend yield on average price per ordinary share (%) (*) 3.97 3.90 4.79 5.02 4.32 3.70 2.92
(*) Dividend is distributed in the form of newly issued shares (see "Further Information - Steps to strenghten capital")
2. Annualized figures
0.60
0.50
0.40
0.30
0.20
0.10
0.00
Earnings per share (€)
0.28
(2) Annualized figures.
0.29
0.31
0.34
0.33
2001 2002 2003 2004 2004 2005 2006 2007 2008 M9 2009 (2)
0.37
0.53
0.53
DL 87/92 IAS/IFRS
0.30
0.11

Group Results for Q3 2009
Macroeconomic and Banking Scenario
International situation
USA/Eurozone
The most recent data suggest that the world economy is starting to grow again. Asian countries were the first to show significant
signs of improvement, but there are also positive developments in the Eurozone and United States. However, certain doubts
continue to affect the sustainability of the recovery, and thus the positive signs must be interpreted in a comprehensive, balanced
manner.
After hitting bottom in Q1 2009 (-2.5% on a quarterly basis), in Q2 the rate of GDP growth in the Eurozone fell, less than expected, to
0.2% on a quarterly basis, due mainly to French and German figures that reflected economic growth.
Investments continued to post a negative growth rate but it was lower in absolute terms, dropping from -5.3% on a quarterly basis to -
1.3%, and they were one of the main causes of the lower decline in domestic demand (-0.1% on a quarterly basis compared to -1.3%
for the previous quarter).
The improvement in exports (from -8.8% to -1.1%) was greater than the improvement in imports (from -8.3% to -2.8%) resulting in a
sharp increase in the contribution of the positive balance of trade to GDP growth. On the other hand, the continued drawdown of
inventories made a negative contribution of 0.7 percentage points to GDP performance, nearly eliminating the positive impact of net
exports, which was equal to 0.6 percentage points.
In the United States GDP dropped by 0.6% on an annualized quarterly basis in Q2; this was slightly better than the expected
consensus of economists. The increase in public spending and the balance of trade partially mitigated the negative impact from the
decrease in individual consumption, investments and inventory buildups.
In the Eurozone, the main business confidence indicators continued to rise. The manufacturing PMI stood at 49.0 in September
(compared to 48.2 in August) due mainly to improvements in production and new orders, while the service index rose above the
threshold of 50 to 50.6, a level corresponding to economic expansion. In the US, the ISM manufacturing index declined slightly in
September from 52.9 to 52.6 (the first decrease after seven consecutive months of growth), but is still at a respectable level.
A more detailed analysis of indices shows that the ratio of new orders to inventories has continued to grow in the Eurozone and US
(and also in China) pointing to a future recovery in business confidence. In addition, the improvement in the ratio suggests that the
drawdown of inventories is stabilizing.
The unemployment rate is currently at very high levels in both the Eurozone and the US (9.5% and 9.8% respectively), although the
downward trend in the labor market is finally slowing down. Since labor market movements lag behind changes in the economic
cycle, it is reasonable to expect further increases in unemployment in both areas despite signs of recovery in the economic cycle.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
24

25
>> Interim Reports on Operations
Group Results
Individual consumption in the Eurozone rose slightly: from a decline of 0.5% q/q in Q2, consumption rose by 0.2% in Q3 due mainly
to the stimulus provided to the automobile industry. However, the US was still reporting a negative figure reflecting the increase in the
household savings rate, equal to 4% of disposable income, which occurred in response to the crisis. Nevertheless, the 2.7% increase
in retail sales in August is the largest increase since January 2006. The sharp growth in automobile sales (+10.6%) was widely
anticipated, while positive developments in other categories were surprising.
In September the confidence index of the European Commission gradually rose from 80.8 in the previous month to 82.8; this was the
highest level reached since September 2008. However, the consumer confidence component improved from -22 to -19. In the US,
after recovering much of the ground lost in previous months, in September the Conference Board's consumer confidence index
dropped back to 53.1, probably due to the lack of a robust resumption in individual consumption, which prevents a rapid, steady
recovery.
60.0
55.0
50.0
45.0
40.0
35.0
30.0
Business Survey in the manufacturing sector
PMI - eurozone
ISM - USA
Sep-04 Sep-05 Sep-06 Sep-07 Sep-08 Sep-09
In terms of price movements, inflation in both the Eurozone and US remained in negative territory for the entire third quarter. In the
Eurozone, the HICP[1] index was down by 0.4% on an annual basis in the quarter, while the core rate slowed by 0.3 percentage
points to 1.3%. However, the latest available figure for the US showed a decrease in the CPI of 1.3% in September (the core CPI
remained unchanged at 1.5% on an annual basis compared to August).
In September the European Central Bank (ECB) published a forecast of 0.2% growth in GDP in 2010, which is a less optimistic
outlook than the consensus of economists. Leaving rates unchanged, BCE emphasized that the extraordinary measures taken by
the ECB must remain in force because the real economy and financial markets are still fragile. Furthermore, the Central Bank did not
apply a spread over the rate for the auction on September 29, where €75.2 billion was allocated to 589 banks.
As regards monetary policy in the US, the Federal Reserve provided its reassurance that rates would remain at current levels for an
extended period, and certainly through the beginning of 2010. Although the Fed believes that economic growth is in the process of
recovering, the recovery is still considered moderate, and long-term inflationary expectations are stable.
Since in Q3 the economic environment was strengthened by positive data which generally exceeded expectations, yield curves
remained steep throughout the period. The increase in risk appetite, especially for securities with longer maturities in the primary
market, should be seen as another sign of improvement in the confidence level of financial investors. The EUR-USD exchange rate
continued to rise to a level above 1.48; this was mostly due to repeated signs of favorable changes in the global economy. Once
again, the increase in risk appetite was a determining factor in influencing developments in the bond and currency markets.

CEE countries
Positive signs from western countries, and especially the revival of German orders (in particular, investment assets) were reflected in
the improved outlook for countries in Central and Eastern Europe (CEE). Industrial production and exports in CEE countries already
showed signs of improvement in the summer. Furthermore, the decrease in imports tends to significantly reduce pressure on the
balance of trade, one of the most vulnerable elements in these countries.
In Q3 2009, with the exception of the Ukrainian hryvnia which was again under pressure, exchange rates in the other CEE countries
strengthened (the zloty posted one of the greatest movements since the Polish economy is one of the strongest in Europe). At the
same time, country risk, in terms of credit default swaps, was further reduced by over 120 bps on average in Q3 2009 (CDSs
dropped by more than half since the high reached in March). Credit Default Swaps related to major financial firms operating in the
region (Italian, Austrian and French banks) also dropped significantly.
In the area of monetary policy, several central banks cut rates further in the spring and summer. However, Poland and the Czech
Republic have already announced the end of the rate cut cycle (although possible rate hikes are still not planned). On the other hand,
Turkey, Russia and Hungary could further reduce rates in the coming months to stimulate the economy and bank lending.
Banking and Financial Markets
The first signs of economic recovery in recent months have not resulted in increases in bank lending, which has continued to
move slowly with no clear turning point in sight. In fact, in recent months, the annualized growth of loans to the private sector
in the Eurozone has further slowed its pace, reaching a historical low of +0.1% in August 2009 (the growth rate of loans to the
private sector was +5.8% as recently as December 2008). The sharp decline in loans to non-financial corporations was the
main contributor driving down growth in bank lending, while loans to households showed signs of stabilization.
In keeping with loan growth in the Eurozone overall, the growth of bank loans to the private sector declined considerably
in all three of the Group's reference countries. To be specific, overall loans to the private sector in August 2009 rose just 0.8%
on an annual basis in Germany (based on monthly statistics of the ECB) and by 1.9% y/y in Italy, while in Austria loans to the
private sector were up 3.4% y/y.
Corporate loans were the component of total loans that in recent months continued to suffer most from the (delayed) impact
of the economic slowdown and lower demand for loans to finance investment activities. In particular, in recent months the
pace of bank lending to non-financial corporations has slowed considerably, especially in Germany, with loan growth in
August 2009 of +1.1% y/y (down from +5.2% y/y in June 2009). The growth rate of loans to non-financial corporations was
also close to 1.0% y/y in Italy, which was at a ten-year low, and at +2.5% y/y in Austria.
In terms of loans to households, however, the first signs of recovery at the beginning of the year were taking hold due to a
resurgence in loans for house purchases. The growth rate for mortgages in August was +5.0% y/y in Italy and +5.1% y/y in
Austria, while in Germany loans for house purchases were down by just 0.4% in August after a decline of 0.7% in June 2009.
Consumer credit continued its slump in both Italy and Austria, while the positive impact from fiscal incentives on durable
goods consumption is still fueling growth in consumer credit in Germany (+3.6% y/y in August 2009).
Bank deposit growth in recent months continues to be mainly the result of steady growth in current account deposits driven
by a demand effect, which is related to the continued prevalence of a high risk aversion by households, and by a supply effect.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
26

27
>> Interim Reports on Operations
Group Results
More specifically, current account deposits rose by 24.7% on an annual basis in Germany, by 15.4% y/y in Italy and by
19.5% y/y in Austria. On the other hand, the total deposit growth rate varied in the three reference countries with steady
growth in Italy (+15.1% y/y in August 2009), and a gradual slowdown in both Germany and Austria where total deposit growth
was +5.3% and +2.8% y/y respectively. The differences were largely attributable to time deposit performance in Germany,
and more generally, the performance of deposits other than current account deposits in Austria, which were down on an
annual basis by 6.4% and 4.0% y/y respectively. Finally, in Italy bank bonds continued to grow at a healthy pace of +15.4%
y/y in August.
In recent months, the reduction in bank rates has also continued, and these rates are starting to reflect the reduction in
official rates, although only to a partial extent and with differences between the three countries. To be specific, the decline in
rates on bank loans still appears to be less evident in Germany than in Austria, and especially in Italy. As a result, in Germany
bank spreads (the difference between lending and deposit rates) continued to rise with a level of 3.43% in August 2009, up
from 2.76% at the end of last year. On the other hand, there was a particularly sharp reduction in bank spreads in Austria (at
1.81% in August 2009, down from 2.34% in December 2008) and in Italy where the spread between the average lending rate
and average deposit rate stood at 3.13% in August, which was a ten-year low (the spread was 4.10% in December 2008).
In Q3 2009 stock markets solidified the recovery that started in Q2, due to a widespread improvement in stock prices in all
sectors and the strong recovery reflected in financial sector indices. At the end of September 2009, stock exchanges in all
three of the Group's reference countries reported increases close to (for the Italian stock exchange) or in excess of 20% (for
the German and Austrian stock exchanges) over Q2. Looking at stock performance from the beginning of the year, it can be
seen that the overall index was up by 18% for the Italian stock exchange, up by 20.6% for the German stock exchange and
by 50.6% for the Austrian stock exchange.
The mutual fund market also showed signs of recovery, but at a much slower growth rate. Compared to December 2008, in
Q3 mutual fund balances were up 5% in Italy, 7.6% in Austria and about 9% in Germany. Looking at the net inflow of funds
since the beginning of the year, in August 2009 this measure totaled €5.7 billion in Germany and €441 million in Austria. In
Italy from January to September 2009, there was still a net outflow of funds of €7.6 billion; however, after Q1 which saw
heavy outflows of funds, there was a net inflow throughout Q3, especially in funds registered abroad.
With regard to the CEE region, at the beginning of 2009, the banking sector, which has been under pressure due to slow
volume growth, and to a greater extent, due to the deterioration in loan quality, showed that it is able to react in a relatively
efficient manner. In H1 2009 all banking sectors in CEE countries reported profits (due to stable income and a significant
reduction in costs) with the exception of the Baltic countries, Ukraine and Kazakhstan. In these three areas, the ratio of loans
made to deposits is significantly higher than 100%, and thus, these areas are dependent on foreign funding. In the Baltic
countries, Latvia, which has the joint support of the IMF and the EU, continues to be a cause for concern, but it is set to suffer
an enormous economic slowdown, which is one of the worst in the world. The exchange rate parity will continue to be under
pressure. In Ukraine, several signs of improvement were seen in the area of exports and industrial production in recent
months, but the banking sector is faced with a visible deterioration in loan quality. Several small banks in Ukraine that are
having obvious problems have fallen under government control, and several banks in foreign hands have been recapitalized.
On the other hand, in Kazakhstan, two of the country's largest banks, which have also fallen under government control this
year, have been forced to plan the restructuring of their foreign debt.
These situations are even more indicative of a growing gap between stronger countries (especially those in Central Europe
that are ready to resume their growth trend, which this time will be driven by foreign demand) and the aforementioned
countries (which represent about 10% of the regional GDP) that have greater exposure to the international crisis and the
deterioration of the economic and banking environment.

Main Results and Performance for the period
The first nine months of 2009 bore out the scope and intensity of the crisis. After severely impacting the financial markets in 2008, it
spread to the real economy, which however has since the summer shown the first weak signs of an improvement, for the time being
limited to a recovery in industry’s order books and slower shrinking of inventories. Nevertheless UniCredit Group’s diversified
business model which combines traditional banking with the provision of banking and investment services in all Central and Eastern
European (CEE) countries enabled it to cope well with the difficult economic environment, especially in its Corporate & Investment
Banking business area (CIB) which had been adversely affected in 2008 by the problems in the financial markets but this year
recorded results that offset the greater difficulties experienced by our commercial banking business lines which were still grappling
with the consequences of the crisis.
Against this background the Group returned a Net profit attributable to the Group for the first nine months (M9) of 2009 of €1.3
billion, €2.2 billion less than for M9 2008, but with an increased operating result. Operating profit was €1.3 billion higher than that
of M9 2008 and thus offset, if only in part, the almost €3.9 billion increase in net write-downs on loans, to which increased
integration costs and higher provisions for risks and changes were added.
Operating profit was €9.6 billion, an increase of 16.3% (or 25.1% at constant exchange rates and businesses) over M9 2008. As
mentioned this was driven by the excellent results achieved by the CIB area (which was up by €2.5 billion, or 91%, over M9 2008).
Commercial banking business on the other hand continued to be affected by the difficult economic environment, especially Retail
with €2.3 billion, down by 27%, Private Banking €187 million, down by 36% and Poland’s Markets €573 million, down by 20% at
constant exchange rates. By contrast CEE continued to achieve excellent operating results: its operating profit reached €2,1 billion,
an increase of 32% at constant exchange rates.
Profit before tax fell however by 52.3% (or 43.9% at constant exchange rates and businesses), mainly due to the notable rise in
net write-downs on loans (up by €3.9 billion over 2008). In addition there were higher provisions of €200 million and
restructuring costs totaling €321 million, up by €212 million over 2008.
Net profit attributable to the Group for M9 2009 €1.3 billion, down by 62% from September 30, 2008 (down by 51.6% at constant
exchange rates and businesses). Annualized EPS were 11 euro cents at September 30, 2009 (as against 30 euro cents at
September 30, 2008) and ROE 1 was 4% as against 11% for M9 2008.
10.00
8.00
6.00
4.00
2.00
0.00
8.26
9.61
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
Group Results (€ billion)
5.62
2.68
3.51
1.33
Operating profit Profit before tax Net Profit attributable to
the Group
First Nine Months 2008
First Nine Months 2009
1 Annualized data. Shareholder’s equity is the average for the period excluding dividend to be paid out and held-for sale and cash-flow hedge valuation
reserves, net of goodwill on the acquisitions of HVB and Capitalia, which were made by means of a share swap and recognized in accordance with
IFRS 3.
28

Operating Profit Breakdown
29
>> Interim Report on Operations
Group Results
Year-to-date Operating profit exceeded €9.6 billion at September 30, 2009 - an increase of 16.3% or 25.1% at constant exchange
rates and businesses over M9 2008 25%.
Group Revenue was €21 billion, up by 1.7% or 7% at constant exchange rates and businesses, over M9 2008. This result was
driven by the positive contribution of the CIB area, where revenue grew by €2.4 billion, and by CEE business, up by 2.8% or 17% at
constant exchange rates. The CEE countries that most contributed to the CEE result were Ukraine (up by 48.6% at constant
exchange rates), Turkey (up by 32%), Kazakhstan (up by 23%), Hungary (up by 16%) and Romania (up by 10%). The other
business segments were affected by the mentioned weaknesses that have marked 2009, especially Asset Management with a 40%
reduction in M9 2009 revenue, which was affected, in common with the sector as a whole, by a contraction average volumes of
assets under management (down by €60 billion y/y), and Retail with a 14% reduction in revenue, due to lower net interest income,
principally in respect of the customer deposits component, on account of lower interest rates, which penalized the remuneration of
excess liquidity.
Operating profit: breakdown (€ million)
QUARTERLY FIGURES
CHANGE 2009 FIRST NINE2008 MONTHS
2009 2008 AMOUNT % Q3 Q2 Q1 Q4 Q3 Q2 Q1
Net interest income 13,508 14,129 - 621 -4.4% 3,990 4,814 4,704 5,256 4,911 4,680 4,538
Net non-interest income 7,621 6,652 969 14.6% 2,741 3,022 1,858 840 1,834 2,908 1,910
Operating income 21,129 20,781 348 1.7% 6,731 7,836 6,562 6,096 6,745 7,588 6,448
Operating costs - 11,521 - 12,518 997 -8.0% - 3,831 - 3,868 - 3,822 - 4,174 - 4,157 - 4,223 - 4,138
Operating profit 9,608 8,263 1,345 16.3% 2,900 3,968 2,740 1,922 2,588 3,365 2,310
Cost/income (%) 54.5% 60.2% 56.9% 49.4% 58.2% 68.5% 61.6% 55.7% 64.2%
30
20
10
0
-10
-20
Operating Profit: breakdown
(€ billion)
14.13 13.51
6.65 7.62
20.78 21.13
First Nine Months 2008
First Nine Months 2009
- 12.52-
11.52
8.26
9.61
Net interest income Net non-interest income Operating income Operating costs Operating profit
Operating costs showed a reduction of €1 billion or 8% (4.9% at constant exchange rates and businesses) at September 30, 2009
from M9 2008). The largest cost reductions were achieved by Retail (a 6.8% cut), CIB (4.8%), and GBS (19%) and in the Corporate
Centers (14.5%).
Given higher revenue and lower costs, the cost/income ratio improved by 570 bp (54.5% as against 60.2% in M9 2008).

Operating profit by business segment
Group operating profit broke down by division as follows.
Operating profit (€ million)
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
NET
INTEREST
NET NON-
INTEREST OPERATING OPERATING
INCOME INCOME INCOME COSTS
FIRST 9
MONTHS '09
FIRST 9
MONTHS '08
CHANGE %
Retail 4,870 2,695 7,565 - 5,302 2,263 3,101 -27.0%
Corporate & Investment Banking (CIB) 5,925 1,865 7,790 - 2,477 5,313 2,774 91.5%
Private Banking 218 369 587 - 400 187 291 -35.7%
Asset Management 10 514 524 - 351 - 173 482 -64.1%
Central Eastern Europe (CEE) 2,238 1,266 3,504 - 1,439 2,065 1,796 15.0%
Poland's Markets 657 550 1,207 - 634 573 925 -38.1%
Total other divisions - 410 362 - 48 - 918 - 966 - 1,106 -12.7%
Total 13,508 7,621 21,129 - 11,521 9,608 8,263 16.3%
Net Interest Income
OPERATING PROFIT
Net interest income for M9 2009 fell by €621 million at €13.5 billion as against €14.1 billion in M9 2008), but was virtually
unchanged with a 0.5% rise on a like-for-like basis. Net interest exceeded €13.2 billion, a fall of 1.9%, but a 3% rise on a like-for-
like basis, when compared with the M9 2008 outturn. This was supported by the CIB area’s 14% increase, benefiting from the
interest-rate reduction begun in H2 2008 and continued into M9 2009, while commercial banking business was affected by
narrowing spreads, especially those on deposits. By contrast, Dividends and other income fell by nearly €358 million (down by
61.8%) due to a lower appetite for income on financial investments due to the deterioration of the external situation.
Net interest income (€ million)
FIRST NINE MONTHS CHANGE
2009 2008 AMOUNT %
Interest income and similar revenues 27,298 38,849 - 11,551 -29.7%
Interest expense and similar costs - 14,011 - 25,299 11,288 -44.6%
Net interest 13,287 13,550 - 263 -1.9%
Dividends and oher income from equity
investments 221 579 - 358 -61.8%
Net interest income 13,508 14,129 - 621 -4.4%
6.00
5.00
4.00
3.00
2.00
1.00
-
Net interest income (€ billion)
Quarterly figures
4.54
4.68
4.91
5.26
4.70
4.81
3.99
Q1 2008 Q2 2008 Q3 2008 Q4 2008 Q1 2009 Q2 2009 Q3 2009
Loans and receivables with customers were €565 billion at September 30, 2009 - a reduction of 8% from December 31, 2008
and 9% from September 30, 2008.
Deposits from customers and Securities in issue were €590 billion at September 30, 2009 as against €591.3 billion at December
31, 2008.
30

Non-Interest Income
31
>> Interim Report on Operations
Group Results
Non-interest income was €7.6 billion at September 30, 2009 - an increase of 14.6% or 21% on a like-for-like basis over M9 2008.
Within this item the share of Net trading, hedging and fair value income grew, given income of €1.6 billion as against a loss of
€730 million in 2008, while Net fees and commissions fell by 19% in M9 2009 to €5.7 billion from €7 billion in 2008. However it is
worth noting that the turnaround in the trend seen in Q2 2009 was consolidated in Q3 due to increased demand by investors for
financial services and a gradual return to equities.
Net non-interest income (€ million)
FIRST NINE MONTHS CHANGE
2009 2008 AMOUNT %
Fee and commission income 6,980 8,517 - 1,537 -18.0%
Fee and commission expense - 1,314 - 1,514 200 -13.2%
Net fees and commissions 5,666 7,003 - 1,337 -19.1%
Net trading, hedging and fair value income 1,651 - 730 2,381 n.s.
Othe administrative income 975 1,078 - 103 -9.6%
Other administrative expense - 671 - 699 28 -4.0%
Net other expense/income 304 379 - 75 -19.8%
Net non-interest income 7,621 6,652 969 14.6%
3.50
3.00
2.50
2.00
1.50
1.00
0.50
0.00
1.91
Net non-interest income (€ billion)
Quarterly figures
2.91
1.83
0.84
1.86
3.02
2.74
Q1 2008 Q2 2008 Q3 2008 Q4 2008 Q1 2009 Q2 2009 Q3 2009
The fall in Net fees and commissions was largely due to a 30.5% fall in Asset management, custody and administration with a
negative spike in its most important component, Fund management in respect of unit investment funds (down by 38.9%), in line
with the shrinking in AUM volumes from M9 2008.
Net fees and commissions (€ million)
CHANGE
2009 2008 AMOUNT %
Asset management, custody and administration: 2,216 3,190 - 974 - 30.5%
segregated accounts 155 247 - 92 - 37.2%
management of collective investment funds 953 1,560 - 607 - 38.9%
insurance products 408 469 - 61 - 13.0%
securities dealing, placement and other services 700 914 - 214 - 23.4%
Current accounts, loans and guarantees 1,785 1,958 - 173 - 8.8%
Collection and payment services 1,079 1,152 - 73 - 6.3%
Forex dealing 347 396 - 49 - 12.4%
Note:
Other services 239 307 - 68 - 22.1%
Total net fees and commissions 5,666 7,003 - 1,337 - 19.1%
2008 figures were restated due to changes in classification of commissions.
Operating Costs
FIRST NINE MONTHS
Net fees: % breakdown
2.7%
6.1% 4.2%
Operating costs at September 2009 were €11.5 billion, a reduction of 8% or 4.9% on a like-with-like basis from M9 2008
Operating costs (€ million)
2009 2008 AMOUNT %
Payroll costs - 6,821 - 7,533 712 -9.5%
Other administraitve expense - 4,087 - 4,443 356 -8.0%
Recovery of expenses 318 417 - 99 -23.7%
Amortisation, depreciation and impairment
losse on intangible ad tangible assets
FIRST NINE MONTHS CHANGE
- 931 - 959 28 -2.9%
Operating costs - 11,521 - 12,518 997 -8.0%
4.00
3.00
2.00
1.00
19.0%
31.5%
Operating costs (€ billion)
Quarterly figures
4.14 4.22 4.16 4.17
16.8%
7.2%
12.4%
segregated accounts
management of collective
investment funds
insurance products
securities dealing, placement
and other services
Current accounts, loans and
guarantees
Collection and payment services
Forex dealing
Other services
3.82 3.87 3.83
0.00
Q1 2008 Q2 2008 Q3 2008 Q4 2008 Q1 2009 Q2 2009 Q3 2009

Payroll costs were €6.8 billion, a reduction of 9.5% or 6.9% on a like-with-like basis, from M9 2008. This result was due to falls in
both headcount and variable compensation (down by 280 million or 30% from M9 2008).
The full time equivalent – FTE 2 headcount was 166,421 at September 30, 2009 - a reduction of 8,098 people since the beginning of
2009 and 10,972 people since September 30, 2008.
These reductions from September 30, 2008 mainly concerned:
� Retail (a reduction of 3,281 people, of which 2,527 in Italy) and CIB (a reduction of 1,234 people of which 706 in Italy)
mainly due to integration programs and early leaving agreed with former Capitalia Group staff in H1 2009.
� CEE Region (a reduction of 4,717 people) mainly in Ukraine (a reduction of 1,790 people), Poland’s Market (a reduction of
1.262 people), Kazakhstan (a reduction of 954 people) and Turkey (a reduction of 702 people);
� Corporate Centers (a reduction of 1,124 people) due to rationalization currently underway;
� GBS (a reduction of 282 people), the result of synergies arising from centralization of IT and back office activities;
� Asset Management (a reduction of 262 people) due to reorganization of the AM subsidiaries.
Other administrative expense amounted to €4.1 billion, a reduction of 8% or 4.8% on a like-with-like basis, from M9. The main
reductions concerned in other running costs (down by €68 million), ICT-related costs (down by €67 million), advertising,
communications and marketing (down by €124 million), and staff expenses (business travel, training and rentals down by over €76
million), following the efficiency measures taken by the Group in response to the economic downturn.
Other administrative expenses (€ million)
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
FIRST NINE MONTHS CHANGE
2009 2008 AMOUNT %
Indirect taxes and duties - 348 - 381 33 -8.7%
Misceilaneous costs and expenses - 3,739 - 4,062 323 -8.0%
advertising marketing and comunication - 244 - 368 124 -33.7%
expenses related to credit risk - 150 - 157 7 -4.5%
expenses related to personnel - 254 - 330 76 -23.0%
information communication technology expenses - 954 - 1,021 67 -6.6%
consulting and professionals services - 264 - 263 - 1 0.4%
real estate expenses - 987 - 969 - 18 1.9%
other functioning costs - 886 - 954 68 -7.1%
Other administrative expenses - 4,087 - 4,443 356 -8.0%
Miscellaneous costs and expenses% breakdown
23.7%
26.4%
6.5% 4.0%
7.1%
6.8%
25.5%
advertising marketing and
comunication
expenses related to credit risk
expenses related to personnel
information communication
technology expenses
consulting and professionals
services
real estate expenses
other functioning costs
Recoveries of expenses amounted to €318 million in M9 2009, a reduction on a like-for-like basis of 23.8% from M9 2008. Write-
downs of tangible and intangible assets fell by 2.9%, in fact on a like-for-like basis they rose slightly by 2.2%.
2 FTE: Staff on the payroll less secondees in other companies and long-term absentees, plus secondees from other companies; all
categories are accounted for on the basis of hours worked i.e. that for which the company bears a cost.
32

Net Profit attributable to the Group
33
>> Interim Report on Operations
Group Results
The items between operating and net profit have been reclassified in the following table for the sake of clearer exposition.
Net profit attributable to the Group (€ million)
2009 2008 AMOUNT % Q3 Q2 Q1 Q4 Q3 Q2 Q1
Operating profit 9,608 8,263 1,345 16.3% 2,900 3,968 2,740 1,922 2,588 3,365 2,310
Goodwill impariment - - - - - - - - 750 - - -
Provisions for risks and charges - 377 - 179 - 198 110.6% - 154 - 155 - 68 - 165 - 51 - 77 - 51
Integration costs - 321 - 109 - 212 194.5% - 12 - 242 - 67 - 31 - 18 - 67 - 24
Net write-downs of loans and provisions for guarantees and
commitments
- 6,245 - 2,372 - 3,873 163.3% - 2,164 - 2,431 - 1,650 - 1,328 - 1,074 - 634 - 664
Net income from investments 15 13 2 15.4% 181 - 133 - 33 194 - 359 186 186
Profit (loss) before taxes 2,680 5,616 - 2,936 -52.3% 751 1,007 922 - 158 1,086 2,773 1,757
Income tax for the period - 885 - 1,476 591 -40.0% - 188 - 363 - 334 849 - 388 - 631 - 457
Profit (loss) for the period 1,795 4,140 - 2,345 -56.6% 563 644 588 691 698 2,142 1,300
Minorities - 269 - 407 138 -33.9% - 103 - 90 - 76 - 111 - 104 - 142 - 161
Net profit (loss) attributable to the Group
before PPA
QUARTERLY FIGURES
1,526 3,733 - 2,207 -59.1% 460 554 512 580 594 2,000 1,139
Purchase Price allocation effects - 195 - 226 31 -13.7% - 66 - 64 - 65 - 75 - 62 - 88 - 76
Net profit (loss) attributable to the Group 1,331 3,507 - 2,176 -62.0% 394 490 447 505 532 1,912 1,063
Net profit attributable to the Group (€ billion)
12,00
10,00
8,00
6,00
4,00
2,00
-
8,26
9,61
Operating
profit
5,62
2,68
4,14
1,80
Profit (loss) Profit (loss)
before taxes for the
period
Goodwill Impairment
First Nine Months 2008
First Nine Months 2009
3,51
1,33
Net profit
FIRST NINE MONTHS 2009
CHANGE
No situations occurred such that further goodwill amortization in addition to that made in the 2008 Accounts was necessary.
Provisions for risks and charges
Provisions totaled €377 million, mainly in respect of litigation and tax disputes (€77 million), actions brought to claw back credits
repaid by companies in liquidation (€86 million) and pension fund allocations (€26 million).
Integration costs
M9 2009 integration costs amounted to €321 million (as against €109 million in M9 2008). Specifically, €275 million were
attributable to early leaving incentives and approximately €45 million related to disposals of fixed assets and other functioning costs.
The restructuring programs are mainly concentrated in the Corporate & Investment Banking area.
2008

Net Write-Downs of Loans and Provisions for Guarantees and
Commitments
As noted above, the deterioration of the economic situation continued to affect asset quality and higher loan loss provisions were
therefore necessary. In M9 2009 net write-downs of loans and provisions for guarantees and commitments were €6.2 billion, as
against €2.4 billion in M9 2008. This increase was common to all areas, in particular CIB (up by €2.2 billion), Retail (up by €600
million) and CEE (up by €1 billion at constant exchange rates).
Asset quality data have been affected by the continuation of the crisis and confirm the deterioration of credit quality now evident for
a number of months. The carrying value of impaired loans was €27.2 billion, a 37% increase over December 31, 2008, the ratio to
total customer loans being 4.82% as against 4.23% in June 2009 and 3.24% in December 2008.
LOANS TO CUSTOMERS ASSET QUALITY (€ million)
As at 30.09.2009
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
NON-PERFORMING DOUBTFUL RESTRUCTURED PAST-DUE IMPAIRED PERFORMING TOTAL
LOANS LOANS LOANS LOANS LOANS LOANS CUST. LOANS
Face value 32,835 13,152 4,205 3,306 53,498 541,375 594,873
as a percentage of total loans 5.52% 2.21% 0.71% 0.56% 8.99% 91.01%
Writedowns 20,596 4,126 1,132 409 26,263 3,153 29,416
as a percentage of face value 62.7% 31.4% 26.9% 12.4% 49.1% 0.6%
Carrying value 12,239 9,026 3,073 2,897 27,235 538,222 565,457
as a percentage of total loans 2.16% 1.60% 0.54% 0.51% 4.82% 95.18%
As at 31.12.2008
Face value 28,772 8,949 1,856 2,205 41,782 595,314 637,096
as a percentage of total loans 4.52% 1.40% 0.29% 0.35% 6.56% 93.44%
Writedowns 18,308 2,772 593 281 21,954 2,662 24,616
as a percentage of face value 63.6% 31.0% 32.0% 12.7% 52.5% 0.4%
Carrying value 10,464 6,177 1,263 1,924 19,828 592,652 612,480
as a percentage of total loans 1.71% 1.01% 0.21% 0.31% 3.24% 96.76%
The rise in impaired loans comprised a €1.8 billion increase in non-performing loans, €2.8 billion in doubtful loans, €1.8 billion in
restructured loans and €1 billion in past dues. This was mainly due to corporates operating in Italy, responsible for a rise in the
carrying value of impaired loans of some €5 billion and to a lesser extent to German and CEE enterprises.
Net Income from Investments
Net income from investments was €15 million in M9 2009, comprising both disposals and write-downs of equity interests.
Transactions that generated a profit in Q3 2009 include the transfer of a portion of a real estate portfolio to a closed-end property
fund, Core Nord Ovest, and the subsequent sale of the majority interest, which generated a capital gain of €132 million; the changes
in interest in the Omicron Plus fund generated a capital gain of €236 million; the sale of a property portfolio in Veneto (€27 million).
Other assets disposed of in Q3 2009 included Heidelberg Cement (€44 million) and BPH (€10 million). Write-downs made in Q3
2009 concerned private equity (€202 million), Bank of Valletta (€26 million) and Burgo (€10 million).
34

Profit before Taxes
35
>> Interim Report on Operations
Group Results
In M9 2009 Operating profit of €9.6 billion, after Provisions for risk and charges of €377 million), Net write-downs on loans
and provisions for guarantees and commitments of €6.2 billion), Net income from investments of €15 million and Integration
costs of €321 million, produced Profit before taxes of €2.7 billion as compared to €5.6 billion in M9 2008.
Breakdown of Profit before Taxes by Business Segment
This table gives for each business segment a breakdown of profit before taxes starting from operating profit. Please see the
corresponding sections above for analysis of individual items.
Profit before tax by business segment (€ million)
OPERATING
PROFIT
PROVISIONS
INTEGRATION
FOR RISKS
COSTS
AND CHARGES
NET WRITE
DOWNS OF
LOANS AND
PROV. FOR
GUAR. AND
COMM.
NET INCOME
FROM
INVESTMENTS
PROFIT BEFORE TAX
FIRST
9 MONTHS 2009
FIRST
9 MONTHS 2008
Retail 2,263 - 72 - 79 - 1,386 - 6 720 2,206
Corporate & Investment Banking (CIB) 5,313 - 124 - 217 - 3,288 - 281 1,403 1,504
Private Banking 187 - 6 - 2 - 6 2 175 311
Asset Management 173 - - 12 - 18 179 503
Central Eastern Europe (CEE) 2,065 - 24 - 3 - 1,221 11 828 1,538
Poland's Markets 573 - - - 91 26 508 879
Parent Company and other companies - 966 - 151 - 8 - 253 245 - 1,133 - 1,325
Group Total 9,608 - 377 - 321 - 6,245 15 2,680 5,616
Income Taxes for the Period
Income taxes for the period were €885 million, the tax rate being 33% as compared to 26.3% in M9 2008.
Net Profit Attributable to the Group
Net Profit of €1,795 million, less Minorities of €269 million and the effect of Purchase Price Allocation mainly arising out of the
acquisition of the Capitalia Group (€195 million), resulted in Net profit attributable to the Group of €1,331 million as against
€3,507 million in M9 2008.

Capital and Value Management
Principles of Value Creation and Disciplined Capital Allocation
With the aim of creating value for our shareholders, the Group’s strategic guidelines require that its asset portfolio be
optimized through a process of capital allocation to each business line in relation to its peculiar risk profile and ability to
generate extra income measured as EVA, which is the main performance indicator related to TSR (Total Shareholder
Return). Developing the Group’s business with the goal of creating value requires a disciplined process of capital
allocation and management through all the phases of the planning and control process, i.e.:
� Proposing risk propensity and capitalization targets;
� Analyzing risk associated with value creation drivers and consequent allocation of capital to business lines and
individual business units;
� Assigning risk adjusted performance targets;
� Analyzing the impact on the value of the Group and the creation of value for our shareholders;
� Drawing up and proposing the financial plan and dividend policy.
The process of allocation is based on a ‘dual track’ logic, i.e., the higher between economic capital and regulatory capital
(Core Tier 1) is allocated at the consolidated level and for each business line/business unit.
If economic capital is higher, this approach makes it possible to allocate the real risk capital which Bank of Italy does not
consider yet and, if regulatory capital is higher, to allocate capital in accordance with the regulatory requirements.
EVA Generated by Business Segment (€ million)
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
FIRST NINE MONTHS
2009 2008
Retail 104 1,041
Corporate Investment Banking (CIB) -111 -274
Private Banking 101 166
Asset Management 104 334
Central Eastern Europe (CEE) 142 584
Poland's Markets 156 322
Other components 1
-1,784 -1,296
Total -1,288 877
Notes
Figures were adjusted, if necessary, to include changes in scope of consolidation, in scope of operations and in assets
held for sale. H1 2008 figures were restated following Basel 2 regulations.
1. Global Banking Services, Corporate Centre, inter-segment adjustments and consolidation adjustments not attributable
to individual segments.
36

Capital Ratios
37
>> Interim Report on Operations
Group Results
The Group manages its capital dynamically by monitoring regulatory capital ratios, anticipating the measures needed to
achieve its objectives and optimizing assets and shareholders’ equity. Planning and monitoring concern on the one hand
Shareholders’ Equity and the composition of Regulatory Capital (Core Tier 1, Tier 1, Lower and Upper Tier 2 and Tier 3
Capital) and on the other Risk Weighted Assets (RWA).
Under Basel II the importance of the latter has increased. Calculation of Risk Weighted Assets for portfolios managed
using the advanced approach, no longer depends solely on the face value of the asset, but also on the corresponding
credit parameters. As well as changes in volume, it is therefore crucial to monitor and predict the future trend of credit
quality on the basis of the macroeconomic scenario, i.e. the pro-cyclicality effect.
Each year the Group sets a Core Tier 1 ratio target such that it has sufficient credit standing with the larger international
banking groups.
Core Tier 1 Ratio (Basel 2) is 7.55%, the Tier 1 Ratio is 8.39% and the Total Capital Ratio is 12.08%. Considering the
capital increase announced on 29 September, the ratios would be the followings: Core Tier 1 Ratio 8.39%, Tier 1 Ratio
9.24%, Total Capital Ratio 12.92%.
Capital ratios (€ million)
09.30.2009
PROFORMA 2
Total capital 59,348 55,463 57,542 54,544
Tier 1 Capital 42,436 38,551 37,840 34,843
Core Tier 1 Capital 38,523 34,666 33,725 30,755
Total RWA 459,287 459,287 512,532 512,532
Total Capital Ratio 12.92% 12.08% 11.23% 10.64%
Tier 1 Ratio 9.24% 8.39% 7.38% 6.80%
Core Tier 1 Ratio 8.39% 7.55% 6.58% 6.00%
1. Values restated considering the inclusion in Tier 2 Capital of the portion of the translation reserve associated with foreign net
investments, re-computing the deductions for fair values changes due to differences in own credit rating, and re-calculating the
intercompany components of subordinated debts.
2. Proforma figures include the capital increase announced on September 29, 2009.
AS AT
Shareholder’s Equity Attributable to the Group
09.30.2009 AFTER CAPITAL
INCREASE
2008 1
BEFORE
CAPITAL
INCREASE
Shareholders’ equity attributable to the Group, including net profit for the period of €1,331 million, was €59,300 million
as at September 30, 2009 as against €54,999 million at December 31, 2008. The table below shows the main changes in
M9 2009.
Group Shareholders equity (€ million)
Shareholders equity as at December 31, 2008 54,999
Capital increase (net of capitalized costs) 2,839
Forex translation reserve -674
Change in afs / cash-flow hedge reserve 1,083
Others 1
-278
Net profit for the period 1,331
Shareholders equity as at September 30, 2009 59,300
1. Mainly due to options on Minorities.

Information on Risks
The Group monitors and manages its risks through rigorous methodologies and procedures proving to be effective through all
phases of the economic cycle. The control and steering of Group risks are exerted by the Holding Company Risk Management
function (Group CRO), to which the following tasks have been assigned:
� optimize asset quality and minimize the cost of the relevant risks, in line with the risk/return targets assigned to each
business area;
� determine, in concert with the CFO, the Group’s risk appetite and evaluate its capital adequacy and the cascading to the
business Areas / Legal Entities;
� define the Group risk managerial rules, methodologies, guidelines, policies and strategies;
� set up a credit and concentration risk control system both of single counterpart / economic groups and significant clusters
(e.g. as geographical areas / economic sectors), monitoring and reporting the limits defined beforehand;
� define and provide to the business Areas and to the Legal Entities the valuation, managerial, monitoring and communication
criteria of the aforesaid risks and ensure the consistency of systems and control procedures both at Group and Legal Entity
level;
� create and spread a risk culture across the whole Group;
� support the business Areas to achieve their targets, contributing to product and business development;
� verify, by means of the initial and on going validation process, the adequacy of the risk measurement systems adopted by
the Group Entities, steering the methodological choices towards increasingly high and uniform qualitative standards, and
control the consistency of the usage of the above systems within the processes;
� set up an adequate system of preventive risk analysis, in order to quantify the impacts on the Group’s economic- financial
structure due to a quick worsening of the economic cycle or to other shock factors (i.e. Stress Test).
Credit market turmoil has affected the global banking system since the second half of 2007, contributing to a sharp slowing of the
world economy. This macroeconomic scenario has entailed an increase in the cost of credit risk, a decrease in asset values, as well
as higher costs deriving from write-downs and depreciation of some assets combined with a decrease in profitability. Although the
Group has an adequate level of portfolio diversification, it is nevertheless exposed to risks if loan counterparties become insolvent or
are unable to meet their obligations. Difficulties could arise in the recovery process of asset values proving inconsistent with current
appraisals.
Furthermore, recessionary conditions have worsened in almost all Countries where the Group operates and signs of deteriorating
economic conditions are still present even though at different degrees. Despite there being signs that the recession may be slowing,
the timing of a sustained economic recovery nevertheless remains uncertain. In light of the still challenging macroeconomic
environment a sound and effective risk management has highest priority within the Group and the new Group CRO governance
model consequently emphasizes this guiding principle.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
38

39
>> Interim Report on Operations
Group Results
The new Group Risk Management framework aims at ensuring the right balance between "risk type" and "transactional
specialization" by adopting a matrix approach. Group portfolios will be clustered by risk type ("credit and cross-border risks", "market
risks" and "operational & reputational risks") and will intersect with transactions grouped on a sector level (CIB & PB, CEE, Retail,
Treasury, Asset Management). This matrix approach will lead to the set-up of two different responsibility centers on risk. On the one
hand, the "Portfolio Risk Managers" focused and specialized on the portfolio risks from a Group and cross-sector perspective, in
charge of translating the group risk appetite into risk strategies and limits across all Group Business Areas and Legal Entities. On
the other, the "Transactional Risk Managers" will be the responsibility centers for the risks originated by the Group "risk taking"
functions (i.e. Business units, Treasury, Asset Management, CEE countries). They will be in charge of implementing divisional and
local strategies guaranteeing consistency with portfolio risk guidelines and limits.
Besides Portfolio and Transactional Risk Managers, the new Risk Management set-up comprises: (i) the Strategic Risk
Management and Control department, responsible for, among the others, the management of the Basel 2 activities (including
measurement of internal capital according to Pillar 2, definition of the risk appetite and the “ICAAP” coordination) as well as
centralized risk reporting and risk policies functions for all the risks at Group level, (ii) a specialized department (“Special Credit”),
responsible for coordinating, addressing, supporting and – with reference to relevant files – managing, restructuring and work-out
activities.
In accordance with the Risk Management architecture redesign, the set-up, role and rules of the Group Committees responsible for
risk topics have been revised. In order to strengthen the capacity of independent steering, coordination and control of Group risks,
to improve the efficiency and the flexibility in the risk decisional process and to address the interaction between the various involved
functions, three distinct levels of Risk Committees have been set-up:
� the "Group Risk Committee" being responsible for the Group strategic risk decisions;
� the "Group Portfolio Risks Committees", tasked with addressing, controlling and managing the portfolio risks;
� the "Group Transactional Committees" that will be in charge of evaluating the single counterparts/transactions impacting the
overall portfolio risk profile.
Regarding the compliance with the “Second Pillar” of the New Capital Accord (Basel 2), a specific capital adequacy valuation
process was developed, based on existing approaches. It envisages a general framework as well as a set of specific guidelines
aimed at setting out a common approach at Group level in the areas of capital planning, the definition of risk appetite and the
measurement, management, control and governance of risks. In addition, synthetic indicators were introduced to better support
processes as capital planning and capital adequacy. The Group’s risk profile is represented by internal capital that is calculated by
aggregating risks plus a conservative “cushion” which incorporates model risk and the variability of the economic cycle, and it is
compared with available financial resources (AFR). Thus, risk-taking capacity is calculated as the ratio of AFR to Internal capital.
The achievement of capital adequacy also implies proper risk management based on the involvement of senior management by
identifying the appropriate decision-making Bodies, properly assigning duties and responsibilities and reviewing the overall process.
The identification of risk appetite is therefore a key element of the capital adequacy assessment process. In detail it is made up by a
set of metrics that represent the target and limit levels of risks the Group is willing to take on in order to pursue the defined
objectives. A new process was developed last year and reviewed for the 2010 budgeting process.
In accordance with the implementation plan for the Advanced Internal Rating Based (A-IRB) approach, which have been
communicated to Bank of Italy in September 2008, the Group has either implemented or is in the process to extend the A-IRB
approach to further subsidiaries of the Group.

With regard to the use of the AMA (Advanced Measurement Approach) model for the calculation of capital to cover operational
risks, this method, which is determined centrally by the Parent Company, will be extended to the Group’s main entities over time on
the basis of a specific implementation plan.
In the third quarter of 2009 relevant enhancements to the Credit Portfolio Model, used for estimating Economic Capital on credit risk,
have been introduced. A revision of the global correlation framework was implemented and combined with a more granular
description of Central and Eastern European countries' dependencies on macroeconomic variables. The correlation between retail
and corporate exposures was reviewed producing, on a global basis, a more robust design of the dependencies in light of the recent
financial turmoil.
Further enhancements of the framework, e.g. introducing a methodology for risk appetite regarding Country Risks, are either
ongoing or will be planned in the course of 2010.
During the reporting period, the Group continued the reorganization of the Market Risk department. The harmonization and
integration of VaR calculation models and systems allowed the Group to implement the pilot version of the Group’s new unified
internal model in Q1. Similarly, the Parent Company’s Market Risk function has intensified its monitoring and control of portfolios'
risk profiles by introducing individual risk limits 3 for additional risk factors and by revising and updating the limits introduced in 2008.
During the same period, the Group also introduced statistical models to study retail customers’ behavior in connection with assets
and liabilities with unspecified maturities (sight deposits) or with a prepayment option (residential mortgages). The risk associated
with changes in interest rates is therefore complemented by an assessment of the likely statistical error of forecast models.
In order to ensure that product and portfolio valuations are as conservative as possible, specific guidelines were issued concerning
the evaluation of derivatives and the identification of model reserves. These guidelines focus in particular on structured credit
derivatives; however the relevant calculations have been extended to cover all types of financial products, and thus all asset
classes.
As far as liquidity risk is concerned, this year the Group Liquidity Policy was updated with a view to adopting an even more prudent
liquidity management policy, both in the short and the long term, and also for currencies other than the Euro. The experience of the
recent turmoil was used in the regular update of the Group’s Liquidity Policy, strengthening the resilience of the Group to future
liquidity shocks. Also in light of the period it took for the market to regain market liquidity, the liquidity exposure of the Group has
been reduced, reflecting the diminishing risk appetite. Due to improvement in the markets, this risk reduction was achieved relatively
easily.
The Group’s transfer price policy was updated in order to provide a more efficient allocation of liquidity within the Group and ensure
adequate liquidity pricing based on market conditions.
The following sets forth some specific risk factors connected, in particular, with funding liquidity, interest rate fluctuations, exchange
rates, and the performance of the financial markets that are particularly affected by the present global financial scenario and upon
which the results of the Group depend.
Constant monitoring and management of such risk factors allow to continue to resort to the principle of business continuity in
preparing the Consolidated Interim Report.
3 Limits applied on risk factors (e.g. interest rates, FX rates, index or stock prices etc. )
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
40

Risks connected with raising funds on the markets
41
>> Interim Report on Operations
Group Results
During the period the conditions of funding markets continued to normalize both for medium- and short-term funding requirements.
Fund rising capability and its related costs are monitored on a continuous basis throughout the Group. Since the Bank relies on
these type of funding sources, a change in market sentiment may make the funding more difficult and more expensive.
Risks connected with the lending business
Lending represents the most important activity performed by the Group and consequently the most significant risk component, as it
consists in the potential future losses that the Group may suffer if customers do not fulfill their obligations to pay back the amounts
lent. As a consequence, the Group may incur losses which may have a negative impact on the capital, income and financial
situation. Additionally, an unfavorable economic situation in industries/geographical areas where the Group operates may
negatively impact the redemption capacity of a number of counterparts at the same time and consequently significantly impact the
Group’s credit risk exposure.
Risks connected with interest rate fluctuations
Results are affected by interest rate trends and fluctuations in Europe and in the other markets where the Group operates. In
particular, the results of banking and lending operations depend on managing sensitivity to interest rate exposure. In the absence of
suitable hedging instruments, any misalignment between interest income and interest expense could have significant effects on
financial standing and operating profits.
Risks connected with exchange rate fluctuations
A significant portion of UniCredit Group business is done in currencies other than the euro, predominantly in the legal tender of CEE
States and in United States dollars. The Group is therefore exposed to risks connected with fluctuations in exchange rates and with
the monetary market. Since the financial statements and interim reporting are prepared in Euro, the necessary currency conversions
are made in accordance with the applicable accounting standards. Any negative change in exchange rates could thus have effects
on the Group's performance.
Risks connected with the performance of the financial markets
Group results depend significantly on the performance of the financial markets. In particular, volatility and the unfavorable
performance of financial markets affect: (i) the flows from the placement of savings under management and administration products
with the resulting impact on the levels of placement commissions earned; (ii) management commissions, by virtue of the lower value
of the assets (direct effect) and due to redemptions caused by unsatisfactory performance (indirect effect); (iii) operations by the
Markets unit, with particular reference to placement and brokerage of financial instruments; and (iv) the results of the banking
portfolio and of the trading portfolio.
For risk and uncertainty due to use of estimated figures see Part A1) of the Explanatory Notes to the Condensed Consolidated
Financial Statements (page 103).

Results by Business Segment
The following table shows the results for first nine months of 2009 by business segment; details will be provided in the following
sections.
KEY FIGURES (€ million)
Income statement
OPERATING INCOME
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
RETAIL CORPORATE PRIVATE ASSET CENTRAL POLAND'S PARENT CO. AND CONSOLIDATED
& INVESTMENT BANKING MANAGEMENT EASTERN MARKETS OTHER SUBSIDIARIES GROUP
BANKING EUROPE CONSOLIDATION TOTAL
(CIB) (CEE) ADJUSTMENTS INCLUDED)
First 9 months 2009 7,565 7,790 587 524 3,504 1,207 -48 21,129
First 9 months 2008 8,787 5,376 704 875 3,409 1,731 -101 20,781
Operating costs
First 9 months 2009 -5,302 -2,477 -400 -351 -1,439 -634 -918 -11,521
First 9 months 2008 -5,686 -2,602 -413 -393 -1,613 -806 -1,005 -12,518
OPERATING PROFIT
First 9 months 2009 2,263 5,313 187 173 2,065 573 -966 9,608
First 9 months 2008 3,101 2,774 291 482 1,796 925 -1,106 8,263
PROFIT BEFORE TAX
First 9 months 2009 720 1,403 175 179 828 508 -1,133 2,680
First 9 months 2008 2,206 1,504 311 503 1,538 879 -1,325 5,616
EVA 1
First 9 months 2009 104 -111 101 104 142 156 -1,784 -1,288
First 9 months 2008 1,041 -274 166 334 584 322 -1,296 877
Cost/income ratio
First 9 months 2009 70.1% 31.8% 68.1% 67.0% 41.1% 52.5% n.s. 54.5%
First 9 months 2008 64.7% 48.4% 58.7% 44.9% 47.3% 46.6% n.s. 60.2%
Employees 2
as at September 30, 2009 49,953 14,777 2,984 1,967 52,771 20,663 23,306 166,421
as at December 31, 2008 52,232 15,712 3,077 2,165 56,066 21,406 23,861 174,519
Notes
Figures were adjusted, if necessary, to include changes in scope of consolidation, in scope of operations and in assets held for sale. Furthermore, they were changed due to the completion of
PPA (Purchase price Allocation) and reclassification of private equity figures.
1
2
2008 figures were restated following Basel2 regulations
"Full time equivalent". These figures include all the employees of subsidiaries consolidated proportionately, such as Koç Financial Services
42

Retail
Introduction
43
>> Group Results
Retail
UniCredit Group’s Retail Strategic Business Area 1 focuses on satisfying the financial needs of the mass market and of
affluent individuals, as well as small businesses. The Retail SBA Retail’s fundamental role is to enable individuals, families
and small business customers to satisfy their financial needs by offering them a complete range of high-quality, reliable
products and services at competitive prices.
In addition to the three new Italian commercial banks created on November 1, 2008 (UniCredit Banca, UniCredit Banca di
Roma and Banco di Sicilia), the Retail SBA includes the retail business areas of HypoVereinsbank in Germany and
UniCredit Bank Austria.
Furthermore, the Retail SBA included UniCredit Family Financing Bank, the new Group bank supporting the SBA’s banks
with solutions that meet the varied financing requirements of households, resulting from January 2009, from the integration
between UniCredit Consumer Financing - a Group company specializing in consumer credit - and UniCredit Banca per la
Casa - which specializes in home mortgages.
Finally, last May the Retail SBA included Asset Gathering, the business area specializing in individual retail customer
deposits through the direct channel and the network of financial consultants. Asset gathering operates through FinecoBank
in Italy, DAB Bank in Germany and DAT Bank in Austria; these banks offer all the banking and investment services of
traditional banks, but distinguish themselves for their specialization in the businesses of online trading and for unique focus
on technological innovation.
Financial Performance
Statistics concerning Q3 2009 show some improvement in the economic situation. Nevertheless, continuing uncertainty
requires caution in interpreting the scale and sustainability of the economic recovery. The first nine months of 2009 began in
an environment characterized by the financial crisis and a slowdown in the real economy in Europe. Retail SBA’s
consolidated results were affected by the extreme conditions of market rates and by the financial markets turmoil, which
impaired revenues, and by the deterioration of the credit scenario that led to a worsening of banking assets.
Retail SBA’s result was affected by the trend of operating income, that amounted to €2,276 million in the third quarter of
2009 alone, down by 13% from the second quarter of 2009, and totaled €7,565 million for the first nine months of 2009 (-14%
y/y). This result was strongly affected by the negative performance of net interest income, due to the sharp drop in rates,
which accelerated in the third quarter of 2009 as Euribor reached an all-time low, (at the end of September one-month Euribor
fell below the threshold of 50 basis points which means an average decrease of more than 300 basis points in the first nine
months of the 2009 from the same period of 2008). The gradual reduction in market rates has had a negative impact on Retail
SBA’s profits from the spread over deposits. On the credit side, the effects of the abolition of the commission on the highest
overdrawn amount (commissione di massimo scoperto) have penalized Q3 2009 results.
In the first nine months of 2009 the Retail SBA registered a strong contraction in commissions. This result was heavily
influenced by the drop in trading and asset management fees mainly due to the reduction in the value of assets under
administration and management resulting from the financial market crisis.
1 The Introduction describes the main organizational changes and main business areas and/or legal entities that make up the Retail Strategic
Business Area Retail, also called Retail SBA. The Financial Performance section reports the Retail SBA's overall consolidated results based
on the scope of consolidation as at September 2009. Results of 2008 are aligned with the new consolidation scope to ensure comparability.

Q3 2009 shows only a slight decrease from the previous quarter on the commissions side, despite the drop in asset
management and administration fees due to the summer break. This seasonal drop in commissions in the third quarter was
partly offset thanks to the positive contribution of the commitment commission which starting from July, as provided by the
crisis decree replaced the previous calculation method (i.e. the percentage of the highest amount of customer borrowing
during the period).
Income Statement (€ million)
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
FIRST 9 MONTHS CHANGE 2009
CHANGE 2008
2009 2008 % Q3 Q2 % Q3
RETAIL ON Q2 09
Operating income 7,565 8,787 - 13.9% 2,276 2,616 - 13.0% 2811
Operating costs -5,302 -5,686 - 6.8% -1,709 -1,800 - 5.1% -1852
Operating profit 2,263 3,101 - 27.0% 567 816 - 30.5% 959
Net write-downs on loans -1,386 -791 + 75.2% -392 -513 - 23.6% -286
Profit before tax 720 2,206 - 67.4% 156 197 - 20.8% 637
The measures to improve efficiency implemented by the Retail SBA at the beginning of 2009 had a positive impact on
operating costs. In the third quarter of 2009, operating costs showed a further decrease to €1,709 million at the end of
September, which means a significant contraction (-5%) from the previous quarter. In the first nine months of 2009 operating
costs totalled €5,302, down by 6.8% year-on-year, despite the wage increases resulting from the new collective labour
agreement.
This reduction was mainly due to the drop in payroll costs as a result of the staff downsizing following the Group's integration
of former Capitalia banks which was funded by a leaving incentive program that started in 2008 to achieve greater efficiency.
As at September 30, 2009 the number of FTEs (Full Time Equivalents) in the Retail SBA dropped by a further 478 employees
from June, which translates into a reduction of 2,279 employees (-4.4%) year to date. Cost containment measures were also
applied to other administrative expenses which strongly decreased from the end of 2008 despite the impact of about €40
million following the regulation that introduced the requirement to apply VAT to intra-group transactions.
Staff Numbers
RETAIL
AS AT CHANGE ON DEC '08
09.30.2009 06.30.2009 12.31.2008 AMOUNT %
Full Time Equivalent 49,953 50,431 52,232 -2,279 - 4.4%
The cost-income ratio of September 2009 stood at 70% dal 65% of 2008 due to the reduction in revenues that was only
partially offset by greater cost management efficiency.
The above components contributed to an operating profit of €567 million in the third quarter of 2009, with a 30% decrease
from the previous quarter. In the first nine months of 2009 operating profit totalled €2,263 million, down by 27% year on year.
In terms of geographical contribution to the SBA's total profit, Italy's considerable contribution of 74% of total operating
income generated 83% of overall operating profit of first nine months of 2009, which was down from the 84% of 2008, while
Austria and Germany contributed the remaining 17%.
Profit before taxes was heavily affected by net write-downs on loans, which in the first nine months of 2009 rose sharply
over the previous year to a total of €1,386 million compared to €791 million in September 2008 (+75% y/y). This increase,
which is entirely attributable to the Italian portfolio, was partly due to the different risk coverage methods of new impaired
loans flows gradually applied to the former Capitalia portfolio during 2008. Additionally, a marked progressive credit
deterioration resulted from the international financial crisis that began in the second half of 2008, affecting both private
individuals and small business borrowers, who recorded default rates 40% higher than in 2008. Also write-downs on loans
showed signals of improvement in the third quarter of 2009. The €392 million write-downs in Q3 2009 showed a tangibile
decrease (-24%) from the previous quarter thanks to the positive impact of two programs of economic support launched in
Italy at the end of Q1 (one designed to support small business undergoing temporary financial difficulties but without
structural problems in their business; the other dedicated to supporting private individuals to meet their obligations by
endeavouring to secure from the client a continuous flow of payments in keeping with their temporary difficulty) and thanks to
the reduction of the cost of discounting net impaired loans due to the adjustment of the interest rates used.
44

45
>> Group Results
Retail
Retail profit before taxes totaled €720 million for the first nine months, which translates into a strong decrease from the
previous year (-67%). The very different economic environments in the two periods do not allow a constructive comparison of
these two results. More indicative is the good result achieved by the Retail SBA in this difficult environment: profit before
taxes amounted to €156 million, down by 21% from the previous quarter.
With regard to credit quality, in September the Retail SBA reported an annualized cost of risk of 106 bps, representing an
increase of about 49 bps over September 2008, which should be interpreted as the effect of an increase in non-performing
loans due to the worsening credit scenario in the last year.
With the aim of creating shareholder value, retail has continued to implement a number of actions to ensure efficient capital
allocation, which allowed to generate EVA in the amount of €104 million for the first nine months of 2009, which however
represents a strong decline from 2008.
Key Ratios and Indicators
RETAIL
FIRST 9 MONTHS CHANGE
2009 2008 AMOUNT %
EVA (€ million) 104 1,041 -937 -90.01%
Absorbed Capital (€ million) 5,038 6,010 -972 -16.17%
RARORAC 2.75% 23.10% n.s.
Operating Income/RWA (avg) 13.73% 13.02% 71bp
Cost/Income 70.1% 64.7% 540bp
Cost of Risk 1.06% 0.57% 49bp
The balance of loans and receivables with customers (€169 billion) was down of €5 billion from June and of nearly €11
billion (-6%) from last December confirming the downward trend affecting the entire banking industry. Despite the downturn in
the economic cycle, the Retail SBA's strategy in the area of loan management was to provide adequate financial support to
business initiatives and needs of households without, however, neglecting careful assessment of creditworthiness, which has
always been a feature of the Group's business. In the first nine months of the year new loans to households were made
totaling €4.5 billion, and new short, medium and long-term loans totaling €7.8 billion were made to small business customers.
In September 2009, deposits from customers in the Retail SBA, including deposits and securities in issue, totaled €243
billion representing an increase of nearly €1 billion over June and of €26.6 billion (+12.3%) over year end. Without the bond
issue of UniCredit Family Financing Bank (aimed to fund the mortgages stock following the carve-out of ex-Capitalia banks)
the real growth in direct deposits (10 billion) is due to the strong customer preference for simpler and more secure savings
instruments, strongly contributing to the Group funding in an environment with conditions of uncertainty of the interbank
market.
Balance Sheet (€ million)
RETAIL
AMOUNTS AS AT CHANGE ON DEC '08
09.30.2009 06.30.2009 12.31.2008 AMOUNT %
Loans to customers 169,295 174,282 180,280 -10,985 - 6.1%
Customer deposits (incl. Securities in issue) 242,529 241,946 215,915 26,614 + 12.3%
Total RWA 69,933 73,170 80,410 -10,477 - 13.0%
RWA for Credit Risk 56,271 59,009 67,278 -11,007 - 16.4%
Breakdown of loans by country and deposits (€ million)
RETAIL
LOANS DEPOSITS FROM CUSTOMERS
TO CUSTOMERS CHANGE AND DEBT SECURITIES IN ISSUE
CHANGE
09.30.2009 12.31.2008 % 09.30.2009 12.31.2008 %
Italy 115,762 121,103 - 4.4% 178,208 152,356 + 17.0%
Germany 35,060 39,990 - 12.3% 31,686 35,347 - 10.4%
Austria 18,473 19,187 - 3.7% 32,635 28,212 + 15.7%
Total 169,295 180,280 - 6.1% 242,529 215,915 + 12.3%

Business areas and SBA strategy analyzed by individual businesses/regions
The two graphs show the breakdown of volumes of financial assets and overall loans of customers of the Retail SBA at the
end of September 2009 broken down by country and product. Of total financial assets of about €378 billion, Italy
contributed 68%, Germany 19% and Austria 13%. In Italy registered a greater penetration of indirect deposits (61%) (assets
under management and administration) that contributed 73% of total indirect deposits, while in Germany and Austria, two
countries that traditionally have higher percentages of savings deposits, the weighting was much lower at 55% and 39%
respectively.
Customers Total Financial Assets (1)(2)
September 2009, € billion
Direct deposits
AUM
AUC
Share of total
Of total loans to customers of about €169 billion, Italy contributed 67%, Germany 21% and Austria 12%. The mix was also
different in the three countries. Mortgages for home purchases represented in all areas the largest product with average
penetration of about 57%. In the area of consumer credit, Italy contributed 62% of the €14 billion in total loans. Finally, in the
area of loans to small businesses, Italy contributed about with 92% of short-term loans in the Retail SBA due to the strong
penetration of short term loans that accounted for 50% of loans in the segment, 15% of loans in Austria and only 7% of loans
in Germany.
258 (3)
100
Retail Network Italy
Following the crisis in the second half of 2008 that affected the economy with considerable repercussions for households
and small businesses, the Retail Area has intensified its efforts to satisfy customers' needs. As one of the activities aimed at
monitoring and improving customer satisfaction, such as the TRI*M Index, Mystery Shopping and the Q48 project, which
were already described in H1 2009, in Q3 2009 the SBA launched an activity that is aimed at standardizing customer
complaint management processes at commercial banks using a single operating tool to monitor complaints and response
times in an effort to further improve Customer Satisfaction.
These customer retention efforts have been rewarded in terms of customer satisfaction. In September, the customer
satisfaction index (TRI*M) 2 improved by a further 2 points compared to June, posting an overall improvement of 6 points
over December 2008. In short, after the recovery reported in H1 2009, UniCredit confirmed its leadership position with a 6-
point advantage over its main competitors.
2 The TRI*M Index measures the level of customer retention through a weighted summation of assessments that interviewees give the
Company based on 4 main retention indices, two of which are related to the degree of satisfaction (overall satisfaction and likelihood to
recommend), while the other two measure loyalty (likelihood of repeat purchases and competitive advantage).
CONSOLIDATED INTERIM REPORT
73
85
AS AT SEPTEMBER 30, 2009
70
31
17
22
50
30
12
8
IT GE AU
68% 19% 13%
(1) Business volumes which have been classified differently from accounts data
(2) Data including asset of Fineco Bank in Italy, DAB Bank in Germany and DAT bank in Austria
(3) New commercial network data, net of Institutionals
Total Loans to Customers (excluding non-performing loans)
September 2009, € billion
Other
SB M/L term
SB short term
Consumer credit
Households
Mortgages
114
11
14,5
14,7
8,7
65
112,2
4,8
11
Share of total 67% 21% 12%
35
12
20
1.5
0.9
0,4
IT GE AU
20
0.9
0.4
46

47
>> Group Results
Retail
The SRT project (from the Italian abbreviation for "It's Easy to Save Time"), which was launched in 2005 with a
considerable investment program, continued with the goal of improving the quality of service provided to customers through
the use of channels other than bank tellers and freeing branch personnel from low value-added activities so they can be
used in sales-related activities. In Q3 2009, the Division continued the installation of advanced ATM Payment machines
and Spinta SRT2 self-service areas. This activity was aimed at expanding the network of direct channels available to
customers and made it possible to further reduce activities previously performed at teller windows by moving them to
advanced channels where, at the end of September 2009, about 70% of transactions were performed with a positive impact
on customers in terms of lower wait times and the perception of a more proactive approach.
In Q3 2009, in the Mass Market Segment, a service model was implemented that is based on covering customer needs,
which are measured using the BIS (Satisfied Needs) Index. In fact, the new tool called Unico AFP was introduced to
support branch staff assisting households and individuals in their customer assistance activities. The new Unico AFP was
designed to meet the needs of those who work in this segment every day in order to increase the coverage of customer
needs. This tool makes it possible to identify and prioritize the most important sales opportunities by simplifying work
through the use of an uncomplicated and quick structure.
In Q3 2009, Genius Card was rolled out as an innovative and distinctive product. Genius Card is the new alternative to the
current account, and it was created to meet the needs of those seeking a simplified relationship with the Bank. In fact,
Genius Card is a registered prepaid card, which, due to its IBAN code, makes it possible to carry out major transactions
(such as receiving bank transfers, salaries and pension payments). The product, well received by customers, has generated
a significant increase in sales in the transaction area with about 60,000 cards sold in the first two months since it was
launched.
There were also significant innovations in the area of lending, where, in collaboration with UniCredit Family Financing Bank,
the Division launched a new personal loan called CreditExpress Premium which supplements the recently launched Credit
Express Dynamic. CreditExpress Premium is a personal loan that rewards uninterrupted customer payments by giving
customers a gradual annual discount on the rate. In addition, the Senzapensieri range of account overdraft products
intended for individual customers was completed with €1,200, €2,400 and €5,000 versions.
As regards the Personal Banking Segment, in Q3 2009 several initiatives were launched. A geomarketing initiative was
launched in support of customer and respective financial assets development, which, through a structured process, is
aimed at identifying the names of affluent prospects and former customers to be contacted to introduce them to the "First"
relationship management program and offer them an exclusive range of services. The initiative "Recupera il Cliente" [Bring
Back Customers] targets affluent customers lost in 2009 and is aimed at bringing them back with the help of a specific
range of services. In addition, in terms of products, the Division launched the sale of Conto Salvadanaio, the product
aimed at bringing in new customers and financial assets. Finally, Q3 2009 saw an emphasis on Customer Care and the
revival of asset management products.
In the Small Business Segment, in Q3 2009 the new Big in Business project was launched which is aimed at reinforcing
the sense of belonging of colleagues who work every day in the area in order to increase the quality of services offered and
improve support for companies at this difficult time. Now that the Prime centers are up and running, in Q3 2009 the Division
continued to provide training courses based on the Business Prime service model to all small business consultants and to
newly hired small business center managers. Furthermore, consultants for individual entrepreneurs continue to be added to
small business centers that do not have these resources. The Division also continued to open new Business Easy centers
that offer an innovative remote service dedicated to small businesses. In the sales area, initiatives aimed at presenting the
new global consulting model to companies with a service dedicated to small businesses, and activities aimed at increasing
our share of involvement in loans made to customers continued to support the work of small business consultants. In the
Sviluppo channel, training was started for all newly hired business development center staff and managers with a particular
emphasis on the needs of potential customers and on the process of optimizing customer care for new customers.
The operational development of the Progetto Impresa Italia [Italy Business Project] continued in an effort to provide real
lending support to small businesses. This initiative, which is aimed at supporting the real economy and was launched at the
beginning of the year, calls for allocating an additional amount of loans to support businesses; these loans are to be
distributed in the area through trade associations and Confidi to insure an inflow of funds at a time when there is a liquidity
crisis in markets. Nine months from the launch of this economic support project, which called for the allocation of €7 billion
at the Group level (including €3 billion for small businesses), 433 trade associations and Confidi were authorized to
participate, representing 43% of the market, and about €486 million in new loans were approved. As a further effort to
improve support to companies by providing innovative tools and solutions, on September 2 the new SOS Impresa Italia
agreement was signed with associations of artisans and commerce with the aim of rescuing 10,000 companies that are
structurally sound but are experiencing difficult times. By October, this project plans to initiate local round-table discussions
in which the bank and trade associations can hold discussions to collectively find the best solutions for businesses having
difficulties.

In terms of sales performance, in Italy the new sales structure consisting of UniCredit Banca, UniCredit Banca di Roma
and Banco di Sicilia generated new investment products sales of €5 billion in Q3 2009 reaching total sales volume of over
€20 billion in the first nine months of the year with a concentration on simple products with a low risk profile. The net
balance of assets under management dropped by only €577 million from the beginning of the year (1% of the total) due to
the €1,654 million net inflow of assets under management in Q3 2009. The balance of assets under management was
mainly supported by sales of UniGarantito, a guaranteed-principal insurance product with a minimum annual return, with
€800 million in sales in Q3 2009 and about €5 billion since the beginning of the year. The Retail Strategic Business Area
was able to increase total financial assets from the beginning of the year (+3%) mainly due to the appreciation in indirect
deposits following the rebound in financial markets in Q3 2009. The Bank continued to provide its usual support to small
businesses with overall new loans of about €7.8 billion, equal to over 120,000 loan files since the beginning of the year.
Universo Non Profit, which will be launched in November, is one of the largest initiatives planned for the last quarter of
2009. This project was conceived to provide specific support to projects and initiatives carried out by non-profit businesses
and associations, which have a growing significance from a social and economic standpoint, through a dedicated range of
products and services and loan approval process. Furthermore, Universo Non Profit will allow organizations in the service
sector to rely on a major bank that gives them access to a branch network made up of over 4,200 retail branches of the
UniCredit Group throughout Italy.
Retail Network Germany
In Q3 2009, for mass market customers, HVB launched a new product called KomfortKredit, a personal loan with an
attractive annual interest rate, which is promoted by mailings sent to potential customers. Finally, after openings in Munich,
Cologne and Stuttgart, in September HVB and YapiKredi opened another retail branch with products and services
dedicated to the needs of Turkish customers in Berlin, which has the largest Turkish community in Germany.
In the Personal Banking Segment, due to the ongoing market uncertainty and the significant decrease in interest rates, for
the first nine months of 2009 HVB focused consulting services on medium-term bonds and investment products other than
equities. Customers' need for safety is reflected in the high demand for fixed-rate bonds with medium- and long-term
maturities, ordinary HVB bonds and bonds indexed to Euribor or to the inflation rate. Several bond funds such as F&C
Stiftungsfonds and Real Estate Funds also continued to be well received by customers. In addition, in 2009 HVB again
continued to focus on the ETF-based asset management product called VermögensDepot privat, which in the first nine
months of 2009 had sales of over €2 billion.
In terms of insurance products, in Q3 2009, HVB optimized the insurance product called AktivRente, which adjusts the
risk profile to the investor’s various life stages and to the market situation, and gradually reduces risk as it approaches
maturity, and supplements it with a new range of funds. This new version of the product mainly targets affluent customers
and independent contractors with high incomes and tax rates, and it was designed to optimize the tax benefit on premiums
paid.
In Q3 2009 in the small business segment, HVB again continued to support its customers by providing them short-term
lines of credit to give them the liquidity needed to support their businesses. HVB is also continuing to offer many customers
the new Business Class service model, aimed at key small business customers, that provides all small entrepreneurs with
two professionals: a consultant dedicated to the company who will work on establishing the proper level and best methods
for the overall use of bank loans, and a specialist dedicated to all the personal investment requirements of the entrepreneur
and his/her family. Using the customer dialogs tool, the latter professionals analyze customers' existing investments and
their willingness to take on investment risks to assess new investment opportunities. HVB has already seen the initial
success resulting from restructuring their portfolios.
HVB has also launched new products dedicated to the agriculture sector as well as specific training for consultants. In the
area of products, HVB has made it possible to open the Willkommenskonto Business account on the Internet, and has
created functions that allow its customers to apply for loans online.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
48

Retail Network Austria
49
>> Group Results
Retail
With regard to the mass market segment, in Q3 2009 Bank Austria launched new initiatives in the branch network. To
help the branch network bring in new customers, it launched a sales campaign that provides commission-free current
accounts until the end of the year for new current account customers. Furthermore, as is the case each year from
September to November, the bank resumed its sales campaign targeting students with the aim of making it easier to bring
in this customer segment. Under this initiative, any student who opens a new current account will receive a free laptop case.
In Q3 2009 the Personal Banking segment in Austria continued to offer investment products that meet the growing need
of customers to invest in simple, safe products, including those with guaranteed principle, with the support of specific
marketing and advertising campaigns. However, the growing demand of customers to benefit from the growth in stock
markets in a very low-interest-rate environment gave Bank Austria an opportunity to reintroduce the range of Pioneer
Austria guarantee funds. In October, Bank Austria marketed PIA Amerika Guarantee 10/2016, a product which has been
well received by customers due to its 7-year term, 100% guaranteed principal and a minimum return guaranteed at maturity.
In traditional savings, as a result of the Kapitalsparen and ErfolgsKapitalfix products with attractive interest rates and
maturities, Bank Austria saw volumes increase by 2.5% in Q3 2009 and by 7.5% from the beginning of the year. Bank
Austria issued four other Fixed Floater bond, simple, with attractive terms and with a 4-6 year maturity that generated very
interesting sales results.
Bank Austria broadened its range of products in the insurance area. It continued to offer the product called S.M.I.L.E.
Garant II (an index-linked, single-premium, guaranteed-principal insurance product), which generated €38 million. In
addition, Bank Austria continued to market two guaranteed-principal insurance products launched in Q2 2009: The Active
Capital Garantie 2019 with guaranteed repayment of 140% of principal invested at maturity and Active Cash Garantie
2019 with guaranteed monthly repayments and a minimum guaranteed repayment of invested principal at maturity; these
products generated investments of €142 million at the end of Q3 2009. With regard to recurring premium products, Bank
Austria has maintained its focus on a traditional insurance product called Vorsorge Plus Pension, which generated €5.8
million in recurring premiums in the first nine months of 2009.
In the small business segment, Bank Austria continued to invest in the training of its consultants in order to become one
of the best banks in Austria in the area of consulting. In the area of managerial skills, it continued the workshop called
Solutions 4 Affluents and Small Business with a focus on the development of consulting and sales skills aimed at the
diversification and safety of customer portfolios, and in the area of technical skills . In addition, in 2009 about a third of all
affluent and small business consultants are attending a training course with a final exam that will allow attendees to receive
certification as a Certified Financial Advisor from the Frankfurt School of Finance and Management which certifies
superior skills in the area of financial consulting services. September saw the launch of the new insurance product called
Die Bausteinpyramide, which is dedicated to small business customers in order to cover many of the business risks of
entrepreneurs.
UniCredit Family Financing Bank
The international financial crisis had an impact on the mortgage and consumer credit businesses resulting in reduced
demand and increased credit risk. UniCredit Family Financing Bank, which is the Retail SBA's bank specializing in these
two businesses, took measures to maintain profitability in the mortgage portfolio and to strengthen the position in the
consumer credit market.
In September 2009, UniCredit Family Financing Bank had a total of about €65 billion in mortgages. In the first nine months
of the year, new mortgage business totalled about €1.9 billion, a sharp decrease from the previous year (-75% y/y) due to
the combined effect of a decrease in mortgage demand owing to the downturn in the real estate market and a greater focus
on the credit standing of customers. The market share of all new loans in the industry was about 7%. The banking channel's
contribution to new mortgage business was 61%, whit light increase from the same period in 2008, confirming its role as the
main distribution channel. Customers preferred fixed-rate mortgages, which represented about 63% of new mortgages, a
decrease over the figure of 91% in the previous year and 71% in the first half 2009.

With regard to sales-related initiatives, at the beginning of 2009, in order to mount a broader, more specific campaign
against emerging social difficulties and to support the purchasing power of households, which were affected by the
economic and financial crisis, UniCredit Family Financing Bank launched Insieme 2009, an initiative aimed at helping
families in difficulty make their mortgage payments. In the first nine months of 2009 the initiative generated over 6,500
approved applications that allowed applicants to suspend mortgage payments for 12 months at no cost. Another initiative
aimed at mortgage holders was the Suspension of Mortgage Payments for Abruzzo Region Earthquake Victims,
which, starting in April, allowed about 2,000 customers living in the disaster area to suspend the ongoing debiting of loan
repayment instalments (mortgages and personal loans) with the UniCredit Group. The suspended instalments will be
deferred to the maturity of the loan with no additional charges for the customer, and will be paid at the end of the
amortization schedule. Finally, UniCredit Family Financing Bank signed the ABI-MEF Agreement, whose goal is to provide
customers with a reliable tool for reducing and stabilizing variable-rate mortgage payments. About 17,000 customers have
already signed up for this agreement, confirming its high degree of customer approval.
As regards consumer credit products, out of a total balance of €7.4 billion, through the end of September new business was
generated (personal loans, special-purpose loans, revolving credit cards and loans against wages) of €2.7 billion (-11%
y/y), including €1.8 billion from the banking channel, which was down 13% from 2008, while the non-banking channel
contributed about €900 million in new business, whit 7.6% decrease from 2008, thereby increasing its contribution to new
business to 31% (+1% y/y). The market share of total new business in the banking industry was about 9% higher than in
September 2008. Looking in greater detail at the contribution of various products, in the first nine months new personal loan
business totalled about €1,630 million (-16% y/y), new revolving credit card business was €362 million (-14% y/y) and loans
against wages totalled €307 million (+12% y/y). In the area of special-purpose loans, the most significant contribution came
from car loans, which grew significantly in terms of volume (€370 million in special-purpose car loans, -5% y/y).
With regard to product development, after the launch of the UniCreditCard Extra Revolving Card and the CreditExpress
Dynamic personal loan in H1 2009 with "instalment skipping," "instalment changing" and "reloading" features, in Q3 2009
the new Credit Express Premium product was launched which rewards good behaviour with an annual rate cut of 100 bps
promoted in various sales channels with dedicated advertising materials.
As regards sales initiatives, in the first nine months of the year, new sales initiatives were developed for the mortgage,
personal loan and revolving credit card segments. The aim is to strengthen the Company's position in the market and to
maintain high profitability in the banking and non-banking channels despite continued weak market conditions. The main
initiatives include Diagnostico mutui, a tool focused on a critical review of all phases of the loan application management
process (pre-disbursement, disbursement, post-disbursement, post-sales) with the goal of implementing changes and
making improvements in each phase. The new revaluation process and the Silver Bullet initiative are also significant.
These measures are aimed at improving synergies with the Retail sales network in order to optimize customer profiling and
increase the loan application approval rate.
On the other hand, in the foreign market there are continued efforts to develop and consolidate international initiatives. In
Q3 2009 the Munich branch continued its operations in the credit card segment with the issuance of about 38,000 new
cards, reaching a level of over 184,000 cards for a total of over €157 million in business volume. In addition, the distribution
of personal loans continued through HVB branches with disbursements of €268 million. In Bulgaria, the subsidiary UniCredit
Consumer Financing AD continued its growth trend by making more than €34 million in loans since the beginning of 2009,
consisting of special-purpose and personal loans. In Romania, the subsidiary UniCredit Consumer Financing IFN has
gradually expanded the business of distributing personal loans through the branches of UniCredit Tiriac Bank with total
disbursements of €44 million.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
50

Asset Gathering
51
>> Group Results
Retail
In Italy Fineco Bank continued to improve existing services with a special focus on optimizing the performance of the
technological platform.
In H1 2009 two sales and advertising campaigns, which began last year, continued successfully: the Soddisfazione
campaign, which used large advertising placards in major Italian metropolitan areas and the Internet as advertising
channels, and the Member Get Member campaign in which Fineco Bank offers rewards to its customers for introducing
friends who open current accounts at the bank. This sales initiative made it possible to bring in about 18,000 new customers
in five months by leveraging the high percentage (93%) of Fineco customers who are satisfied with the service offered.
Until September 2009, Fineco generated a net inflow of deposits of €910 million and assets of €32 billion (+10.2% over
December 2008). Due to its network of financial consultants, Fineco was ranked 2nd by Assoreti for the period in terms of
balances and net deposits.
With regard to online trading, Fineco is ranked first in terms of third-party account business volume in major markets (MTA,
TAH, S&P/MIB Futures and Mini S&P/MIB). Finally, Fineco Bank reported about 21 million trading transactions representing
a 37% increase over the previous year, and exceeded 651,000 current accounts resulting from a 2% increase over the
previous year. It was also ranked first in terms of the number of transactions in the equity segment with 9.23% (source:
Assosim, latest information available for H1 2009). In short, Fineco Bank is a market leader 3 as a broker in Italy with a total
of 19.8 million transactions. Furthermore, Fineco Bank is the largest European broker in terms of the number of executions
and the wide range of products offered in a single account.
The DAB Group, which operates through DAB Bank in Germany and DAT Bank in Austria, expanded its trading and
consulting business by strengthening its leadership as a broker and winning the Brokerwahl prize as the Best German
Certificate Broker. Figures for the end of September 2009 confirm 15% growth in balances over the previous year end,
bringing assets to €22.5 billion due mainly to a net inflow totalling €1,174 million. Starting at the beginning of this financial
year, DAB launched a sales campaign aimed at obtaining new retail customers (B2C) by offering special return conditions on
accounts and trading commissions that made it possible to bring in 12,500 new customers. In the first nine months of 2009,
DAB Bank in Germany completed 2.2 million transactions and DAT in Austria completed 800,000 transactions.
3 Source: Assosim - “Rapporto periodico sui dati di negoziazione degli associati ASSOSIM sui mercati gestiti da Borsa Italiana S.P.A.” – June
2009”

Corporate & Investment Banking (CIB)
Introduction
While holding fast to the mission's underlying assumptions of sustainable growth and the creation of value over time, the
significant deterioration of the international economic and financial environment, which started last year, and which had the
principal effect of causing a recessionary trend to appear globally, forced the UniCredit Group to rethink its business model,
and in particular the model targeting companies, in order to make it more consistent with the mission of creating sustainable
value over the long term.
The main result of this change was the combination of the previous Corporate and MIB Divisions into the new Corporate &
Investment Banking (CIB) area with the aim of streamlining the management structure of the various businesses in this area
and centralizing the best skills in terms of:
- understanding the needs of corporate and institutional customers through a local distribution network that specializes
in specific customer segments;
- creating a skill center at the Group level dedicated to product development and providing related advisory services to
the sales network in the activities of providing products and services to customers;
- mitigating risks by taking a global view of a customer relationship and adopting standard risk measurement
methodologies and specific product skills.
A key aspect of this reorganization process has been the creation of a matrix structure based on the clear separation of sales-
related skills (coverage), which are the purview of the distribution Networks in reference markets, from product-related skills,
which consist of Product Lines that centralize the know-how on the entire range of products offered, in support of the CIB area.
Through dedicated sales networks located in the different reference countries, the CIB Networks (Italy Network, Germany
Network, Austria Network,and Financial Institutions Group - FIG) are responsible for maintaining relationships with corporate,
banking and financial institution customers and selling a broad range of financial products and services dedicated to them, from
traditional lending products and standard commercial banking services to more complex services with higher added value,
such as project finance, acquisition finance and other investment banking and international financial market transaction
services. Sales effectiveness is enhanced by the experience and product offerings of four dedicated Product Lines: Financing
& Advisory, Global Transaction Banking, Leasing and Markets.
� Financing & Advisory (F&A): skill center specialized in all business areas related to corporate lending and advisory. It is
directly responsible for lending in terms of structuring deals and pricing for more complex products and more sophisticated
customers, and in collaboration with the Networks, it provides supervision and guidelines for setting pricing for plain
vanilla loans and core banking customers.
� Markets: competence center responsible for Rates, FX and Equities products, Capital Markets activities, and Credit-
Related business. Furthermore, Global Distribution and Corporate Treasury Sales (CTS), which are mainly dedicated to
corporate and institutional customers, form integral parts of Markets.
� Global Transaction Banking (GTB): competence center for Cash Management & eBanking products, Supply Chain
Finance, Trade Finance, complex transactions in Structured Trade & Export Finance, and, also, in Global Securities
Services.
� Leasing: responsible for coordinating all activities for the structuring, pricing and sale of leasing products in the Group by
leveraging its own distribution Network, which operates in close cooperation with the banking Networks. The
reorganization of operations in Italy was recently completed by merging the operations of Locat S.p.A. and UniCredit
Global Leasing S.p.A.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
52

53
>> Group Results
Corporate & Investment Banking
By placing an emphasis on customers and customer satisfaction in its services and leveraging a local network that is unique in
Europe and product excellence enhanced by specific dedicated skills, CIB intends to be a key player and partner for business
customers operating in key markets where the Group has a presence by supporting these customers in growth and
internationalization projects and during potential restructuring periods. The strengthening of the position of European regional
specialist in the most advanced global financial market and investment banking services further distinguishes and rounds out
the offering of services to the Group's customers and potentially increases their level of confidence and resulting level of
satisfaction.
Financial performance 1
Despite an uncertain economic situation, the Corporate & Investment Banking area’s operating profit increased more than
90% in the first nine months of 2009 compared with the same period in the previous year.
Income Statement (€ million)
FIRST 9 MONTHS CHANGE 2009
CHANGE 2008
2009 2008 % Q3 Q2 % Q3
CORPORATE & INVESTMENT BANKING ON Q2 09
Operating income 7,790 5,376 + 44.9% 2,651 2,898 - 8.5% 1,769
trading revenues 644 -1,171 - 155.0% 476 477 - 0.2% -539
non-trading revenues 7,146 6,547 + 9.1% 2,175 2,421 - 10.2% 2,308
Operating costs -2,477 -2,602 - 4.8% -831 -823 + 1.0% -852
Operating profit 5,313 2,774 + 91.5% 1,821 2,075 - 12.2% 917
Net write-downs on loans -3,288 -1,068 + 207.9% -1,142 -1,360 - 16.0% -578
Profit before tax 1,403 1,504 - 6.7% 446 407 + 9.6% 185
Total revenues were €7,790 million (+45% versus September 2008), thanks to the positive performance of net interest
income (+14%) and of net non interest income (increase of about €1,7 billion).
The increase in net interest income results from the selective approach to new loans and higher profitability.
The reduction in dividend income was linked mainly to a one-off negative item in Austria in the first quarter of this year and to
the exceptional performance of the previous year in Germany related to private equity funds.
The growth in net non-interest income is attributable mainly to net trading, hedging and fair value income, which posted a
considerable recovery compared to the previous year.
Operating costs at September 2009 reached €2,477 billion with a good decrease versus the same period of the previous year
(-5%) due to management's continued focus on cost containment and the effectiveness of measures implemented. There was
a decrease both in payroll costs (-8%) and in other administrative expenses (-3%).
Net impairment losses on loans and provisions rose by around €2,200 million y/y, due to asset quality deterioration strongly
due to market’s trend and to migration in highly cyclical sectors (i.e. Real Estate, Auto and Textile).
Integration costs at September 2009 were approximately €220 million, largely posted during the second quarter and
attributable mainly to the old Markets and Investment Banking area.
Net income from investments was worse than in the previous year, attributable to several one-off negative items resulting
from the impairment of some private equity funds.
Profit before tax was around €1,400 million as a result of the aforementioned factors.
1 CIB area’s results sum up the performance of the former Coporate and MIB Divisions.

EVA was -€111 million (showing an increase on the previous year, when it was -€274 million), and RARORAC was -0.80%
compared with -1.9% in 2008.
The cost/income ratio improved by around 16 percentage points y/y, falling from 48.4% in 2008 to 31.8% in 2009 thanks to
the effectiveness of operating cost containment measures and higher revenues.
Key Ratios and Indicators
CORPORATE & INVESTMENT BANKING
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
FIRST 9 MONTHS CHANGE
2009 2008 AMOUNT %
EVA (€ million) -111 -274 163 n.s.
Absorbed Capital (€ million) 18,454 19,183 -729 - 3.8%
RARORAC -0.80% -1.90% 110bp
Operating Income/RWA (avg) 3.80% 2.46% 134bp
Cost/Income 31.8% 48.4% n.s.
Cost of Risk 1.37% 0.46% 91bp
CIB area’s Loans were down in comparison with December 2008 (-8%) as a result of de –risking and de-levaring actions. The
focus on growth in areas with low capital absorption was reflected in the performance of Customer deposits (including
securities in issue), which however post a decrease in comparison with the year end of 2008.
Balance Sheet (€ million)
CORPORATE & INVESTMENT BANKING
AMOUNTS AS AT CHANGE ON DEC '08
09.30.2009 06.30.2009 12.31.2008 AMOUNT %
Loans to customers 302,997 314,891 330,120 -27,123 - 8.2%
Customer deposits (incl. Securities in issue) 184,334 187,573 189,260 -4,926 - 2.6%
Total RWA 254,626 270,581 278,371 -23,745 - 8.5%
RWA for Credit Risk 233,958 243,904 251,805 -17,847 - 7.1%
Breakdown of loans by country and deposits (€ million)
CORPORATE & INVESTMENT BANKING
LOANS DEPOSITS FROM CUSTOMERS
TO CUSTOMERS CHANGE AND DEBT SECURITIES IN ISSUE CHANGE
09.30.2009 12.31.2008 % 09.30.2009 12.31.2008 %
Italy 111,320 121,339 - 8.3% 67,615 58,637 + 15.3%
Germany 106,528 118,986 - 10.5% 70,308 76,717 - 8.4%
Austria 49,905 53,719 - 7.1% 42,900 48,307 - 11.2%
Leasing 35,244 36,076 - 2.3% 3,830 5,683 - 32.6%
Intercompany cross country loans & deposits - - n.s. -319 -84 n.s
Total 302,997 330,120 - 8.2% 184,334 189,260 - 2.6%
At the end of September 2009 the number of FTEs (proportional) totaled 14,758, a decrease of about 300 employees from
June 2009 and over 900 employees from December 2008 ( due mainly to the effective integration and restructuring actions
already in place the previous year).
Staff Numbers
CORPORATE & INVESTMENT BANKING
AS AT CHANGE ON DEC '08
09.30.2009 06.30.2009 12.31.2008 AMOUNT %
Full Time Equivalent 100% 14,777 15,094 15,712 -935 - 5.9%
Full Time Equivalent proportional 14,758 15,073 15,712 -954 - 6.1%
54

Strategies and Product Lines
Financing & Advisory (F&A)
55
>> Group Results
Corporate & Investment Banking
In keeping with the new business model, the newly established F&A has two main objectives of serving as a specialized
competence center at Group level in order to meet the needs of corporate customers in all lending products, and to become
one of the best "financing powerhouses" in Europe.
The broad, diversified operations of F&A range from the most sophisticated investment banking products targeting large and
high-end multinational customers with significant needs and a high profit profile, to standard Corporate Banking products,
which are instead aimed at customers with a profit profile largely dependent on pricing.
In order to improve service, customer satisfaction and corporate profits, the F&A structure, which is being finalized, calls for the
establishment of business areas with global responsibility at the Group level and a focus on specific products in addition to
strong local units which are responsible for other lending products.
The main units with global responsibility consist of:
- Financial Sponsor Solution, with coverage responsibility for all Private Equity products and all lending activities of
subsidiaries of Financial Sponsors;
- Project and Commodity Finance, with global responsibility for the entire Group in this business;
- Loan Syndication, which is the center responsible for managing all syndication activities;
- Principal Investment, which is responsible for managing all activities related to Direct Investments, Fund Investments
and Hedge Funds.
Local units are in charge of other lending activities related to Mergers & Acquisitions, Real Estate, Shipping, more
sophisticated structured transactions that are not covered by the Global units, and plain vanilla operations.
In addition, F&A's mission calls for more active collaboration with the CRO in assuming and monitoring credit risk from the
business standpoint. F&A is also responsible for pricing, both in terms of its direct involvement in structuring all the most
complex loan products, and in a supervisory role by providing guidelines for setting prices for simpler products and for less
sophisticated customers.
Markets
Within the Group, Markets acts as a skill center for all activities related to financial markets.
Its current organizational structure reflects the repositioning process that was begun in 2008 on the basis of the following
principles: focus on core customers and products and optimization/efficiency improvements in the remaining business
activities.
The underlying goal of the repositioning underway is to strengthen Markets as one of the main European regional specialists
by leveraging the broad customer base in the countries where the Group operates.
The main business areas of Markets are:
� Rates, for the execution of transactions involving products tied to interest rates, such as bonds, derivatives and
fixed-income structured solutions; this business area also includes money markets and treasury execution
operations for Group entities;
� Capital Markets, which is broken down into the following businesses:
- Equity Capital Markets originates, structures and executes worldwide public and private equity, equity linked
and derivative financings and solutions on behalf of Unicredit’s global client base;
- Debt Capital Markets originates, structures, executes and syndicates global debt/debt related financing and
solutions on behalf of Unicredit’’s global client base.

- Structured Capital Markets originates and structures innovative structured solutions that are tailored to
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
Unicredit’s global client base.
- Capital Markets Solutions is dedicated to provide customized solutions to satisfy the specific needs of the
customer base in respect of accounting, tax and rating issues.
� Equities, which is mainly dedicated to the negotiation, structuring, sale and dynamic risk management of products
related to equity markets for the Group's customers and for outside counterparties (e.g. financial institutions, funds,
etc.).
� Forex Exchange, specialized in cash (spot and forward) and derivative (swaps and options) foreign currency
products for transactions of its customers and for the foreign currency component of the Group's funding areas;
� Credit-Related Business which includes the following businesses:
- Credit Markets, which typically handles the pricing and trading of credit products including structured credits and
credit default swaps of companies and financial institutions typically with high creditworthiness;
- Illiquids and Special Assets, which manages the Group's distressed assets, which, due to their unique nature,
fall outside traditional work-out channels. It is the execution arm for restructuring that requires capital markets
exits.
Global Transaction Banking
UniCredit's Global Transaction Banking unit is one of the leading operator in the sector in terms of revenues generated in
continental Europe. This area combines the in-depth domestic market expertise of its staff consisting of more than 2,000
specialists, with the experience of an international bank in all aspects of transaction banking by offering a complete set of
products and services in the areas of payments and eBanking, trade finance, the financial management of procurement, export
finance, and custodian bank services in Central and Eastern Europe.
With the organizational model recently approved within the UniCredit Group, activities related to the management of demand
deposits and account maintenance will also fall under the responsibility of GTB.
GTB is active in all countries where the UniCredit Group operates, and each year processes about 3.5 billion transactions and
over 110,000 letters of credit for corporate customers and for leading international financial institutions.
The main products and solutions offered to customers include:
Cash Management and eBanking
The UniCredit Group has gained substantial experience in providing Cash Management and eBanking solutions. Using an
approach tailored to the needs of customers, GTB specialists provide support for the entire Financial Value Chain. Product
offerings range from analyzing cash and payment flow management processes to the daily management of transactions using
the eBanking platform, and to the most efficient solutions for the global management of cash positions for multinational groups,
with a particular focus on countries in Central and Eastern Europe, where the Group has a local presence and provides the
same high quality of service.
The payment services area represents about 50% of the overall revenues of UniCredit's Transaction Banking unit, and this will
increase to over 60% in the new organizational structure that calls for including customers' demand deposits. This will make it
possible to round out product offerings and the product catalogue and to maximize the efficiency of a single pricing
management area for all products related to treasury and payment services.
Performance in Q3 2009 in this area was negatively affected by interest rate movements, which, compared to the past year,
reduced the income generated from value days, but left the market share of commissions largely unchanged despite the global
decline in the volume and number of transactions experienced throughout the market due to the crisis situation.
56

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>> Group Results
Corporate & Investment Banking
For 2010, the specific objectives for this business area will continue to be the ongoing upgrading of technological platforms,
compliance with the SEPA European directive, and the development of high value added solutions for customers with resulting
high growth margins and the potential to bring in new customers.
Trade Finance & Services and Supply Chain Management
UniCredit's products in this business area take advantage of the broad, direct coverage of the markets in which the Group
operates with the support of a network of over 4,000 correspondent banks, making it possible to broaden the coverage area to
over 50 countries throughout the world. This allows customers of the UniCredit Group to support their range of products in
different countries with the broad selection of banking services available.
Trade finance products and services offered to Corporate customers range from more traditional letters of credit, guarantees
and documentary credits and forfaiting to highly competitive Global Trade Management solutions that support the customer
along the entire "supply chain". Pre-export, post-shipment and inventory finance are just a few examples of solutions offered to
customers.
This business area represents about 25% of the revenues of UniCredit's Transaction Banking area, and in Q3 2009 it was able
to largely maintain steady performance compared to the previous year due to considerable pricing adjustments for customers
that more than offset the reduction in the volume and number of transactions resulting from the negative import/export
situation. On the other hand, there was an increase in guarantee volume and commissions and commissions from forfaiting
throughout 2009.
The strategic focus of this business area is the development of advanced technological platforms for customers in order to
provide integrated eBanking and Trade Finance services for the online management of the major transactions of both mid-
sized customers and large international groups (High Volumes).
Leasing
As dictated by its strategy, effective January 1, 2009, UniCredit Leasing completed the reorganization of Italian operations
through the business combination of Locat S.p.A. with UniCredit Global Leasing S.p.A.
In keeping with the recent reorganization of the UniCredit Group, which established a Product Line role for the Leasing
business area, in 2009 top management continued its commitment to maximize cooperation with banks in individual countries
by dedicating specific employees to training and disseminating product know-how in the corporate and retail networks. In
particular, in the Italian market this cooperation formed a part of a broader context of altering and streamlining the distribution
model which has an increasing focus on multiple channels in order to make the best use of synergies within the Group and
increase the effectiveness and efficiency of the sales force. In an effort to strengthen the leasing business and the Group's
identity, the rebranding of companies in the European network was also completed.
The new organizational structure emphasizes the establishment of an international leasing network in support of customers. In
this connection, a new organizational unit (Global Sales Specialist) was established which serves as a point of reference for
operating companies in all countries in the management of international leasing transactions and for the development of
supranational cooperation agreements with leading industrial and commercial companies (Vendor Leasing Channel).
The business area also launched a number of initiatives aimed at reducing the impact of the deteriorating economic situation
on the company’s operating results. In particular, a special program was launched to prevent and reduce the deterioration of
irregular loans through soft collection activities and payment "restructuring," and the resale of assets owned by the company on
the market.

Private Banking
Introduction
The Private Banking business unit primarily targets high-net-worth individuals by providing advisory services and solutions for
wealth management using a comprehensive approach. The business unit operates through a network of around 1,200 private
bankers located in more than 250 branches in the three main countries (Italy, Germany and Austria), in addition to a selective
presence in several offshore European markets (Switzerland, Luxembourg and San Marino).
Financial performance
The financial markets picked up sharply in the third quarter of 2009, a trend that had begun to emerge in the second quarter
following the turbulence seen in the first few months of the year. As at 30 September 2009, the major stock exchanges were
up significantly on December 2008 (FTSE MIB +20.62%, DAX 30 +17.98%, ATX +50.63%), which had a positive effect on
managed and administered financial assets. Benefits were also seen in the asset management segment, to the extent that
mutual fund assets in Italy, for example, increased by 4.9% compared with December 2008 and by 5.2% compared with the
previous quarter. There may have been net outflows of €7.6 billion since the start of the year, but net inflows in the third
quarter of 2009 were approximately €7 billion.
Against this background, the trend of growth in financial assets, which had begun in the second quarter, continued. At 30
September 2009, they amounted to about €134 billion, an increase of 7% on the end of 2008 and of 5.1% on the previous
quarter.
Total Financial Assets (billion €)
PRIVATE BANKING
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
AMOUNTS AS AT VARIAZIONE SU DIC '08
09.30.2009 06.30.2009 12.31.2008 AMOUNT %
Total Assets 134.2 127.7 125.4 8.8 + 7.0%
Ordinary Assets 105.0 101.8 100.9 4.1 + 4.1%
AuM 34.6 32.8 33.3 1.3 + 3.8%
AuC 47.1 45.8 44.3 2.8 + 6.4%
Deposits (inc. Repos) 23.0 22.9 23.0 .. + 0.2%
AuA and Other 0.3 0.3 0.3 .. ..
Even net of extraordinary items 1 , signs of recovery can be seen compared with the end of 2008 - an increase of 4.1% - and
with reference to the previous quarter, when the increase was 3.2%. The increase on the beginning of the year was driven by
ordinary net inflows 1 of €0.1 billion to 30 September 2009 and an equally positive performance effect valued at about €4
billion. Ordinary net flows 1 in the third quarter of 2009 were slightly negative at about €0.2 billion, showing a new trend in
portfolio composition having favoured largely liquid or low-risk investments for several months, customers started to re-invest
in asset management products, with quarterly inflows of €700 million compared with redemptions of a similar amount in the
first half of the year.
1 Excluding extraordinary transactions, meaning those which, due to their timing, large size and little or no profitability, are not attributable to
ordinary business.
58

59
>> Group Results
Private Banking
As a result, the composition of financial assets 1 at September 30, 2009 showed an increase in the managed component to
around 33% of all assets (around 32% at 30 June 2009), and a slight decrease in the administered component, to just under
45%, and in deposits (including repos), to just under 22%.
Percentage breakdown of financial assets 1 at September 30, 2009
1. See footnote on previous page.
0,3%
21,9%
44,9%
32,9%
Assets
under
management
Assets in
custody
Deposits and
Repos
Assets unde
admin and
other assets
In terms of profitability, the Private Banking business unit registered operating profit of €187 million. This is down 35.7% on
the same period of the previous year, when market conditions were totally different, both in terms of the economic and
financial landscape and of interest rates. A consistently rigourous cost containment policy partially offset the negative impact
of a significant drop in commissions and net interest income, which were affected by the market situation.
Income Statement (€ million)
FIRST 9 MONTHS CHANGE 2009
CHANGE 2008
2009 2008 % Q3 Q2 % Q3
PRIVATE BANKING ON Q2 09
Operating income 587 704 - 16.6% 167 215 - 22.3% 212
Operating costs -400 -413 - 3.1% -134 -131 + 2.3% -137
Operating profit 187 291 - 35.7% 33 84 - 60.7% 75
Profit before tax 175 311 - 43.7% 34 75 - 54.7% 71
Revenues of €587 million were down by 16.6% compared with the same period in 2008. To be specific:
� net interest income fell by around 13% because of the effect of lower interest rates on the profitability of
deposits, as well as the extraordinary dividends received in 2008 in Germany from unconsolidated companies of
the Wealth Capital group;
� net non-interest income dropped by around 19%, suffering largely from lower net commissions (-20%
approximately), which were heavily influenced by smaller recurring commissions from asset management as a
result of reduced assets under management – which started to pick up only in the third quarter of 2009 – and by
smaller upfront fees; the administered trading component increased, however.
Operating costs in the first nine months of 2009 totalled €400 million, a decrease of 3.1% compared with the same period
in the previous year. Reductions were reported in the area of payroll costs (-4% approximately) due in part to a staff
reduction of 70 employees from the September 2008 figure (-93 employees since the beginning of the year), and also to
other administrative expenses (-3% approximately).
The reduction in operating costs can be traced to timely and effective actions taken to contain direct, structural and
discretionary expense, in an attempt to support highly unstable profits on the revenue side.
The cost/income ratio at September 30, 2009 stood at 68.1%, an increase of 58.7% compared with the figure a year
earlier.

Profit before taxes was €175 million, a decline of 43.7% compared with the figure to 30 September 2008, which
benefited, however, from around €21 million of investment income from the disposal of assets; net of this extraordinary
income, the decline was approximately 40%.
The business unit’s EVA as at September 30, 2009 was €101 million, a decrease of 39.2%.
Key Ratios and Indicators
PRIVATE BANKING
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
2009 2008 AMOUNT %
EVA (€ million) 101 166 -65 - 39.2%
Absorbed Capital (€ million) 335 380 -45 - 11.8%
RARORAC 40.07% 58.27% n.s.
ROA, pb (*) 78bp 85bp -7bp
Cost/Income 68.1% 58.7% n.s.
Operating costs/Total Financial Assets (**) 53bp 50bp 3bp
(*) Operating income on Total Financial Assets (average) net of extraordinary assets.
(**) Total cost on total Financial Assets (average) net of extraordinary assets.
Staff Numbers
PRIVATE BANKING
FIRST 9 MONTHS CHANGE
09.30.2009 06.30.2009 12.31.2008 AMOUNT %
Full Time Equivalent 2,984 3,019 3,077 -93 - 3.0%
Business areas
AS AT VARIAZIONE SU DIC '08
The business unit has four business areas: PB Italy (which includes San Marino), PB Germany, PB Austria and PB
International, which includes the units operating in Switzerland and Luxembourg.
Below are key figures for each of these:
Percentage contribution by country as at September 30, 2009
INTERNATIONAL
AUSTRIA
GERMANY
ITALY
9,4%
13,3%
September 2009
7,7%
14,5%
27,1% 28,9% 23,3%
50,2% 48,9%
13,0%
11,0%
52,7%
Operating income Operating costs Operating profit
60

61
>> Group Results
Private Banking
Financial assets at Private Banking Italy totalled about €78 billion. Ordinary financial assets of €62 billion were up by
5.4% since the start of the year, thanks to ordinary net inflows of around €1 billion and a positive performance effect on
assets of approximately €2 billion; compared with the previous quarter, the increase was 3.4%. Ordinary net inflows in the
first nine months were led by an increase in deposits (+€0.8 billion) and the administered component (+€0.2 billion); the
asset management component was down slightly (-€0.1 billion), with a sharp trend reversal in the third quarter (+€0.6
billion) almost completely offsetting the outflows of the first six months. Operating profit was approximately €103 million, a
decrease of around 32% compared with the same period in the previous year. Year-on-year revenue fell by around 16%,
with reductions in the net interest income component (-8% approximately) and, in particular, in net commissions (-23%
approximately), which were affected by the significant drop in recurring margins on managed assets. Despite operating
costs falling by around 4% thanks to the effect of specific containment actions, the cost/income ratio rose from 56.9% on
September 30, 2008 to 65.1%. UniCredit Private Banking ended the first nine months with a net profit of around €60
million.
Private Banking Germany totalled around €26 billion in financial assets at September 30, 2009, of which ordinary assets
were largely stable (€24 billion) compared with the end of 2008 and up by 3.2% compared with the previous quarter. There
were ordinary net outflows of €0.8 billion in the first nine months, strongly influenced by large outflows from deposits (-€0.4
billion) and administered component (-€0.4 billion); however, there was a change in the third quarter in managed asset
flows (+€0.1 billion). From an operating perspective, total revenue fell by 19% compared with the nine months to 30
September 2008, with a reduction in commissions (-22% approximately) and net interest income (-19% approximately).
Operating costs were down by about 6%, with reductions in payroll costs (-4% approximately) and other administrative
expenses (-8% approximately). Operating profit therefore came to about €45 million, a decrease of about 40% compared
with the same period in 2008.
Private Banking Austria totalled ordinary financial assets of around €14 billion at September 30, 2009, up by 2.9% since
the start of the year (+2.5% compared with the previous quarter) thanks to a positive performance effect of about €0.6
billion. Ordinary net flows in the first nine months were -€0.3 billion because of outflows from deposits. Operating profit
was around €21 million, down by about 25% compared with the same period in the previous year as a result of smaller
revenues (-7% approximately) in the net interest income (-16%) and commission (-7% approximately) components.
In order to align the service model offered to Austrian customers with the one used by the Group’s other Private Banking
divisions, a business line restructuring project began during the year, providing for:
� the sale of some Asset Management GmbH assets to Pioneer Investments Austria, a company indirectly owned
by UniCredit Group through Pioneer Global Asset Management;
� the subsequent merger by incorporation of Bank Privat and the remaining assets of Asset Management GmbH
into Bank Austria.
The restructuring should be completed by the end of 2009.
As at September 30, 2009, Private Banking International had total financial assets of about €19 billion, including about
€6 billion in ordinary assets. These ordinary assets grew (+5.5% since the start of the year and +1.1% compared with the
previous quarter) thanks to a recovery in ordinary net flows for the period, which were €0.2 billion owing to a notable
contribution from deposits and administered component. Operating profit for the first nine months came to about €25
million compared with around €38 million in 2008 (-34% approximately), a reduction caused by pressure on revenues (-
22% approximately) in all components, only partially offset by sharp reductions in operating costs (-9% approximately)
deriving from targeted containment policies and the integration of the Luxembourg companies.
The project to rationalise the Private Banking divisions operating in Luxembourg was completed on August 1, 2009 via the
sale of some UniCredit International Luxembourg assets to UniCredit Luxembourg SA (formerly HVB Luxembourg), with the
aim of generating synergies by integrating business and operating platforms.
The approval of the latest capital repatriation measure in Italy (the so-called “scudo fiscale”, or “tax amnesty”), as for similar
measures taken in previous years, should not have a particularly significant impact on the PB International business unit, in
view of the notable benefit in terms of increased assets and therefore future revenues generated by the Italian onshore
component.

Asset Management
Introduction
Asset Management activities are carried out under the Pioneer Investments brand name. Pioneer is a wholly-owned subsidiary of
UniCredit which operates at international level and has 80 years of experience in asset management.
As a partner of the world's leading financial institutions, the Business Line offers a wide range of innovative asset management
solutions including mutual funds, hedge funds, managed assets, institutional portfolios and structured products.
Due to the adverse market conditions, there were substantial disinvestments in the Asset Management sector in 2008 and at the
beginning of 2009. From the second quarter of the year onwards, however, a reversal was seen in this trend, with a reduction in
disinvestments and a significant improvement in market effect.
Financial performance
For the first nine months of 2009, the operating profit of the Asset Management Business Line was €173 million, representing a fall
of €309 million compared with the first nine months of 2008 (-64.1%), principally due to the fall in revenues, partially offset by a
substantial reduction in costs.
Comparing the third quarter of 2009 with the immediately preceding quarter, the operating profit shows an increase of 20.8%.
Income Statement (€ million)
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
FIRST 9 MONTHS CHANGE 2009
CHANGE 2008
2009 2008 % Q3 Q2 % Q3
ASSET MANAGEMENT SU 2° TRIM '09
Operating income 524 875 - 40.1% 184 159 + 15.7% 267
Operating costs -351 -393 - 10.7% -125 -111 + 12.6% -133
Operating profit 173 482 - 64.1% 58 48 + 20.8% 134
Profit before tax 179 503 - 64.4% 59 52 + 13.5% 131
The results at 30 September reflect the negative trend in assets under management, which suffered from the effects of the market
turbulence that began in 2008 and lasted into the first half of the current year.
With respect to the same period in the previous year, there is a 39.6% reduction in net commissions, mainly attributable to the fall
in average assets under management (-€61 billion, equivalent to 27%) and the drop in profitability caused by the switch, in the
composition of the portfolio, from shares and equity funds to balanced and flexible funds.
The fall in revenues is partly offset by the reduction in operating costs obtained thanks to constant control of the cost dynamic.
In the third quarter of 2009, operating income was €184 million, showing an increase of 15.7% compared with the second quarter.
This increase is chiefly attributable to the higher management commissions associated with the rise in assets under management
(+5.7% due to the combined effect of the positive net inflow and the favourable performance).
Operating costs in the third quarter were up by 12.6% compared with the second quarter, due to the combined effect of an
increase in payroll costs (+15.1%) and a reduction in other administrative expenses (-4.1%).
It is also noted that payroll costs for the second quarter benefit from the release of variable HR rates related to 2008. Disregarding
this factor, payroll costs for Q3 2009 are essentially in line with those for Q2.
Again with regard to operating costs, it should be pointed out that in the third quarter the assets of the subsidiary Vanderbilt were
written down by €5.9 million.
As known, the Pioneer Group as well as other entities belonging to the UniCredit Group have been sued in three class actions,
connected with the "Madoff" affair, by investors in the Primeo Hedge Fund managed by Pioneer Alternative Investment
Management Limited (Dublin).
62

It is not currently possible to estimate the potential economic risk arising for the Pioneer Group from these cases.
63
>> Group Results
Asset Management
In the third quarter of 2009, profit before tax was €59 million, up by 13.5% compared with €52 million in the second quarter.
From the strategic point of view, work is currently underway on important initiatives such as: reorganisation of the service model in
line with the Group's distribution channels, which involves the creation of a single global Retail network for all the countries in which
the Group operates (including those of Central and Eastern Europe); rationalisation of the product types marketed in Europe;
reduction of the geographical presence and associated support costs; and greater cost-efficiency for the competence lines.
In the first nine months of 2009, the cost-income ratio stands at 67.0%, representing a rise of 22% compared with the first nine
months of 2008, due to the deterioration in operating income.
The Business Unit's performance is also reflected in the value creation indicators: EVA remains positive at €104 million for the first
nine months of 2009, down by €230 million on the first nine months 2008 (-68.9% y/y), while RARORAC stands at 38.56%.
Key Ratios and Indicators
ASSET MANAGEMENT
2009 2008 AMOUNT %
EVA (€ million) 104 334 -230 - 68.9%
Absorbed Capital (€ million) 361 433 -72 - 16.6%
RARORAC 38.56% 102.87% n.s.
ROA, pb (*) 41bp 50bp -9bp
Cost/Income 67.0% 44.9% n.s.
Operating costs/Total Financial Assets, bp (**) 27bp 22bp 5bp
(*) Operating income on Total Financial Assets (average) net of extraordinary assets
(**) Total cost on total Financial Assets (average) net of extraordinary assets
FIRST 9 MONTHS CHANGE
At the end of September 2009 the Asset Management Business line had 1,967 "Full Time Equivalent" employees, representing a
reduction of 197 compared with the end of 2008.
Staff Numbers
ASSET MANAGEMENT
CHANGE ON DEC '08
09.30.2009 06.30.2009 12.31.2008 AMOUNT %
Full Time Equivalent 1,967 2,015 2,165 -197 - 9.1%
AS AT

Business lines (by product, market and Group entity)
The last quarter saw a reversal of the trend in net inflow, with a positive result of €4.2 billion.
In the first nine months of 2009, however, the overall net inflow was negative to the tune of €7.2 billion, with falls affecting all the
business lines except for the business line International .
Assets under management stand at €172 billion, with an increase of 3.2% since the beginning of the year, chiefly due to a positive
market effect (+7%) and the acquisition of €2.3 billion of new assets under management, partially offset by the negative net inflow
(-4.3%).
Total Financial Assets (billion €)
USA
ASSET MANAGEMENT
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
AMOUNT AS AT CHANGE ON DEC '08 AMOUNT AS AT CHANGE ON SEP '08
09.30.2009 06.30.2009 12.31.2008 AMOUNT % 09.30.2008 AMOUNT %
Total Financial Assets 181,4 169,5 176,6 4,8 + 2,7% 208,3 -26,9 - 12,9%
Asset under management 172,0 160,3 166,7 5,3 + 3,2% 198,7 -26,7 - 13,4%
- Italy 92,7 85,8 89,1 3,6 + 4,1% 102,5 -9,8 - 9,5%
- US 30,8 29,1 29,7 1,1 + 3,9% 35,9 -5,1 - 14,1%
- International 8,2 6,8 5,9 2,3 + 39,0% 10,9 -2,7 - 24,7%
- Germany 20,9 20,3 24,1 -3,2 - 13,3% 28,3 -7,4 - 26,3%
- CEE 5,5 4,7 4,7 0,8 + 15,9% 7,4 -1,9 - 25,8%
- Austria 13,9 13,6 13,2 0,7 + 5,3% 13,7 0,2 + 1,3%
Asset under administration 9,4 9,2 9,9 -0,5 - 5,0% 9,6 -0,2 - 1,8%
Germany
12,1%
International
4,8%
US
17,9%
CEE
3,2%
AuM by distribution area
Pioneer Austria
7,1%
The business line ended the first nine months of the year with a negative net inflow of €0.4 billion. Assets under management, at
€30.8 billion, were down by 3.9% since the beginning of the year due to the negative net inflow (-1.2%) and exchange rate effect (-
5.2%), partially offset by the favourable performance of the market component (+6.6%). There was also a positive effect from the
acquisition of the new Regions Morgan Keegan funds of 1.5 billion dollars.
Adjusted for Vanderbilt and the acquisition, assets under management amounted to €24.0 billion (35.2 billion dollars), a 12%
increase over the end of the previous quarter.
Italy
The business line's assets stand at €92.7 billion, up by 4.1% since the beginning of the year, mainly due to the positive market
component of €6.2 billion, partially offset by negative net flows of -€2.6 billion.
Italy
53,9%
64

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Asset Management
In the third quarter, the net inflow was positive (+€3.4 billion), mainly thanks to the favourable contribution of the Mutual Funds and
Traditional Insurance sectors. Retail business was positive (+€3.6 billion), while Institutional was negative (-€0.4 billion). The market
share of Pioneer Investments increased from 15.20% in the second quarter to 15.62% in the third quarter of 2009.
Germany
The Germany business line ended the first nine months with a negative net inflow of €3.6 billion (-2.9 in the first half of 2009), mainly
in the Institutional business. Assets under management, at €20.9 billion, were down by 13.3% since the beginning of the year,
mainly due to the negative net inflow (-14.8%), partially offset by the positive market performance (+1.5%). In addition to the assets
under management mentioned above, the business line also has assets under administration of €3.3 billion (€3.9 billion at the
beginning of the year).
International
In the first nine months of 2009, the International business line recorded a positive net inflow of €1.2 billion, chiefly attributable to the
growth in Asia (€812 million), Spain (€211 million), France (€123 million) and the Middle East (€306 million).
Assets under management, at €8.2 billion, were thus up by 39% compared with the beginning of the year, partly thanks to the
positive market effect (+18.5%).
CEE
The CEE business line ended the period with a negative net inflow of €47 million, chiefly concentrated in the Czech Republic (-€64
million) and Poland (-€51 million), where Pioneer Pekao nevertheless confirmed its leadership position among Asset Management
companies, with a market share of 16.66%. There were positive net flows in Hungary (+€69 million).
Despite the negative net inflow, thanks to the positive market effect (+16.9%), assets under management, at €5.5 billion, were up by
15.9% compared with the beginning of the year.
Austria
The Austria business line recorded a negative net inflow of €1.9 billion for the period (-€1.6 billion in the first half). Total assets
under management, at €13.9 billion, were up by 5.3% compared with the beginning of the year thanks to the contribution of the new
assets under management acquired by AMG (€1.2 billion) and the positive market effect (+9.7%), partially offset by the negative net
inflow (-14.2%).
In addition to assets under management mentioned above, the business line has assets under administration of €6.2 billion.
Alternative
The Alternative Investments business line recorded a negative net inflow of €1.3 billion for the period. The deposit and AuM figures
are already included in the figures for the various business areas. Almost all the families of funds were negative, with the exception
of PAI Single Strategy (+€70 million).
Assets in Hedge Funds, at €2.6 billion, were down by 26.7% since the beginning of the year, chiefly due to the negative net inflow
(-37.4%), only partially offset by a positive market effect (+11.2%).

CEE and Poland’s Markets
In the third quarter of 2009, the economies of the CEE countries continued to be impacted by the economic downturn which
started in 2008. However, many CEE countries have so far performed better than forecasted by several international
institutions some months ago, confirming the status of CEE as a region with high potential, even in a difficult economic
climate. Some positive indicators suggest that most countries will return to a satisfactory growth path in 2010 or 2011.
UniCredit’s CEE banks continued to generate positive results within this challenging economic environment and remained
one of the UniCredit Group’s main contributors of revenues and profits. The Group focused on credit risk management as well
as on strict cost management measures in order to ensure the profitability of the CEE network in this period. UniCredit Group
again confirmed its long-term commitment to the CEE region.
UniCredit Group’s presence in the CEE region is based on banking operations with almost 4,000 branches in 19 countries
and representative offices in three more. It is a clear market leader in a large region with almost 400 million inhabitants, based
on its unique combination of a strong local basis with the know-how concentrated in the Group’s product factories. UniCredit
Group upholds its commitment to keep customer satisfaction at high levels and to foster sustainability in customer
relationships and therefore in its business.
Central Eastern Europe (CEE)
Financial Performance
Following an excellent performance in 2008, the CEE area of UniCredit Group (in the following “CEE”) again successfully
managed to significantly contribute to the Group’s results in 2009 despite the world-wide market turmoil. While economic
conditions in the various countries differ widely, business volumes and operating results in CEE continued to develop steadily
over previous quarters. Cost efficiency remained one of the focal points in the current environment. The current level of credit
risk provisions, in Q3 influenced by significant allocations in Kazakhstan, reflects the impact of the financial crisis on customer
loans and is constantly monitored and strictly managed by appropriate actions taken by UniCredit Group’s risk management
experts.
Income Statement (€ million)
CENTRAL EASTERN EUROPE
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
2009 2008 ACTUAL NORMALIZED 1
Q3 Q2 ACTUAL NORMALIZED 1
Operating income 3,504 3,409 + 2.8% + 16.8% 1,103 1,205 - 8.5% - 7.9% 1,266
Operating costs -1,439 -1,613 - 10.8% - 0.8% -484 -478 + 1.3% + 1.1% -561
Operating profit 2,065 1,796 + 15.0% + 32.7% 618 727 - 15.0% - 13.6% 705
Net write-downs on loans -1,221 -323 + 278.0% n.s. -509 -381 + 33.6% + 31.9% -124
Profit before tax 828 1,538 - 46.2% - 39.2% 106 335 - 68.4% - 67.3% 609
Profit (Loss) for the period 679 1,232 - 44.9% - 38.0% 85 284 - 70.1% - 69.4% 487
1. At constant exchange rates
Key Ratios and Indicators
CENTRAL EASTERN EUROPE
CHANGE % ON FIRST 9 MONTHS '08 2009 CHANGE FIRST % ON9Q2 MONTHS '09
FIRST 9 MONTHS CHANGE
2009 2008 AMOUNT %
EVA (€ million) 142 584 -442 - 75.7%
Absorbed Capital (€ million) 6,647 6,600 47 + 0.7%
RARORAC 2.86% 11.80% n.s.
Operating Income/RWA (avg) 6.39% 6.13% 26bp
Cost/Income 41.1% 47.3% n.s.
Cost of Risk 2.70% 0.74% 196bp
Tax rate 18.0% 19.9% -190bp
2008
Q3
66

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>> Group Results
Central Eastern Europe
Balance Sheet (€ million)
CENTRAL EASTERN EUROPE
AMOUNTS AS AT CHANGE ON DEC '08
09.30.2009 06.30.2009 12.31.2008 AMOUNT %
Total Loans 71,413 71,632 74,872 -3,459 - 4.6%
o.w. with customers 58,201 59,997 62,145 -3,944 - 6.3%
Customer deposits (incl. Securities in issue) 50,608 49,938 50,100 508 + 1.0%
Total RWA 68,391 72,030 76,073 -7,682 - 10.1%
RWA for Credit Risk 60,337 63,495 66,953 -6,616 - 9.9%
Staff Numbers
CENTRAL EASTERN EUROPE
AS AT CHANGE ON DEC '08
09.30.2009 06.30.2009 12.31.2008 AMOUNT %
Full Time Equivalent (KFS group 100%) 52,771 53,547 56,066 -3,295 - 5.9%
Full Time Equivalent (KFS Group proportional) 42,905 43,507 45,884 -2,979 - 6.5%
In the first nine months of 2009 the CEE area of UniCredit Group achieved an operating profit of €2,065 million, outpacing
the respective 2008 results by 15% (+32.7% at constant exchange rates). Total operating income reached €3,504 million in
this period outperforming the same period in 2008 by 16.8% at constant rates. The growth was driven by net interest income
which increased by 11.2% at constant rates, to €2,238 million, despite the increase of refinancing costs characterizing the
current financial environment. Net fee & commission income grew only moderately, by 0.7% to €780 million. Trends in the
various countries differed according to the relative importance of the generally weak securities and new issue business;
commercial services such as cash management and loan fees developed favorably. There was a particularly strong rise in
Turkey, where Yapı Kredi Bank is the undisputed and innovative market leader in commercial services including credit card
business, foreign trade financing, leasing and factoring. Given the current market situation with its high volatility in FX and
interest rates, the trading result showed particularly strong growth in the first nine months of 2009, increasing close to three
times the result of Q3 2008 to €428 million, thus now accounting for 12% of the total operating income.
The market-driven relative slowdown in business and revenue growth was very quickly and effectively counterbalanced by
strict cost management: operating costs of €1,439 million in the first nine months of 2009 therefore decreased slightly at
constant rates (0.8%) and were even reduced by 10.8% at current rates versus 2008 even though they now reflect the full
effect of the branch expansion program implemented in 2008. Overall cost efficiency thus further improved substantially
as seen in the cost-income ratio of only 41.1% for the first nine months of 2009, compared to the 47.3% reported last
year.
Reflecting the adverse market conditions and, as a consequence, also an even more prudent provisioning policy, net write-downs
on loans had to be substantially increased in the first nine months of 2009, to €1,221 million, almost four times the amount booked
in the same period of 2008. The cost of risk ratio (in percent of the average loan volume) thus increased to 2.70%, up from 0.74%
in the comparable period of 2008.
Due to this rise in risk provisions, and including the effect of lower profit and loss on investments compared to first nine months
of 2008 (which included i.a. the proceeds from the sale of some subsidiaries), CEE net profit of €679 million for the first nine months
of 2009 was 38% below the prior year’s result at constant rates. Combined with the effect of lower exchange rates in most of the
area’s countries versus September 2008, CEE Net profit fell by 44.9% at current rates from first nine months of 2008.
Turkey
Yapı Kredi (YKB) is the fourth largest private bank in Turkey. Through a customer-centric strategy and segment-based
service model, YKB delivers a comprehensive array of retail (including credit cards and SME), corporate, commercial and
private banking products and services as well as asset management, leasing, factoring, private pension, life and non-life
insurance and brokerage services. As of Q309, with 836 branches YKB has the fourth largest branch network in Turkey with a
market share of 9.4%. In addition, the bank is the market leader in credit cards (21.5% issuing volume market share) and has
a large ATM network in Turkey (2,347 ATMs) as well as award-winning internet and telephone banking applications.

Following progressive worsening of the global and domestic macroeconomic environment since Q308, the signs of
stabilisation which were first seen in Q209 continued in Q309 leading to further improvement in expectations in Turkey. The
magnitude of GDP contraction, which had peaked at -14.3% in Q109, eased slightly in Q209 to -7.0% and is expected to
ease further in Q3. The Central Bank of Turkey (CBRT) continued the easing cycle with 150bps further rate cuts in Q309
bringing the total to 950bps since November 2008. The policy rate as of the end of Q309 was 7.25% (currently at 6.75% as of
16 October 2009). In the banking sector, sound levels of profitability, liquidity and capitalisation were maintained in 9M09.
Despite a significant increase in the cost of risk, the banking sector’s strong profitability was driven by positive net interest
margin evolution on the back of continued the CBRT rate cuts despite relatively flat volumes as well as strict cost
management.
In light of this challenging operating environment, YKB continued to operate with a strict focus on profitability and risk
management together with an unremitting focus on supporting its customer base and growing its customer related core
banking business. The bank consistently intensified its focus on customer satisfaction in an effort to increase operational
efficiency and commercial productivity.
During the first 9 months of 2009, Yapı Kredi’s profitability remained strong on the back of positive net interest income
evolution, strong fees and commissions and strict cost control, despite low volumes and increasing cost of risk. Positive net
interest margin was supported by continuing aggressive rate cuts by the CBRT together with timely repricing and release of
costly Turkish Lira deposits by Yapı Kredi. Despite flat lending volumes, fees and commissions remained resilient with 10%
y/y growth driven by repricing. As a result, revenue growth of 27% y/y has been recorded in 9M09. Driven by the strong focus
on cost control to offset low visibility/ a high level of uncertainty in the macro/sector outlook, costs remained flat y/y (+4% if
normalised to exclude one-off pension fund expense in H108). Cost/Income was at 39% as of M909.
In M909, YKB maintained and further strengthened its strong position in terms of capitalisation, liquidity, and funding. In
September Yapı Kredi successfully secured a new syndication of ~USD 985m for an all-in cost of Libor + 2.25% per annum
with the participation of 44 banks from 21 countries. This club loan facility was a replacement of a USD 1 billion syndicated
loan which matured in September 2009. In October, Yapı Kredi also received a €200m 12 year loan from the European
Investment Bank (EIB) to support SME clients in Turkey. Driven by continued emphasis on liquidity and flat/slightly
contracting loan volumes, YKB’s loans to deposits ratio declined to a comfortable 88% (vs 91% at YE08) on a consolidated
basis in M909. YKB’s capital adequacy ratio increased to 16.5% at consolidated level and to 17.7% at bank-only level.
In lending, mainly driven by low demand by consumers and the increased focus on risk management leading to selective
lending so as to limit the increase in cost of risk, Yapı Kredi’s loan book recorded a decline of 4% ytd in M909 driven by slight
contraction in both Turkish Lira loans (-4% ytd) and stable FX loans (-2% ytd in Turkish Lira terms). In terms of deposits,
driven by lack of loan volumes and release of costly deposits, Yapı Kredi recorded a slight decline in M909 (-2% ytd). In
Q309, the slight pick-up in Turkish Lira lending, which had started with the first signs of stabilisation in macro conditions in
Q2, continued and Turkish Lira loans grew 0.2% q/q driven primarily by mortgages (2.3% ytd).
In line with sector trends, asset quality deterioration continued in Q309. The non-performing loan (NPL) ratio was 6.4% as of
M909 (vs 5.8% in 2Q09). This deterioration, which was driven by new inflows in credit cards, SME and consumer loans, was
partially offset by proactive credit risk management efforts leading to a significant increase in collections (restructuring
programs and credit infrastructure improvements). As a result of Yapı Kredi’s conservative stance, specific provisioning
coverage increased further to 71% (+1 pps vs 2Q09, +8 pps vs YE08).
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
68

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>> Group Results
Central Eastern Europe
Individual and SME segments recorded a 17% y/y revenue growth driven by positive net interest income evolution due to
Central Bank already mentioned rate cuts. Retail banking contributed 28% of the Bank’s total revenues and 36% of total
customer business. YKB recorded a slight increase in consumer loans in M909 despite the low level of demand in the sector,
driven by mortgages (up by 12% ytd). The Bank continued to place strong emphasis on improving customer satisfaction and
supporting its clients in this segment. Credit cards, one of the key pillars of Yapı Kredi’s retail strategy, recorded a 34% y/y
growth in revenues in M909. As of M909, credit cards contribute 22% of the Bank’s total revenues and 8% of total customer
business. In Q309, Yapı Kredi’s credit card brand “World” increased in rank and became the sixth largest credit card platform
in Europe according to the September 2009 Nielsen Report.
In the commercial and corporate banking segments, Yapı Kredi maintained its conservative approach and focus on
profitability in M909. In terms of volumes, loans contracted by 8% ytd, driven mainly by Turkish Lira commercial loans (-11%
ytd). In terms of revenues, the commercial and corporate segment recorded an increase of 31% y/y driven by significant
upward repricing of cash and non-cash credits since Q108. The Bank maintains its focus on strengthening its structured sales
approach with client visits and product penetration targets. Commercial and corporate banking contributes 21% of the Bank’s
total revenues and 39% of total customer business.
In September 2009, YKB provided USD 350million of the USD 500million long-term financing to the Alkumru damn and hydro-
electric power plant project, one of the largest energy projects in Turkey. This plant will have the capacity to generate one billion
KWh when completed in 2011. Including this project, the total financing that Yapı Kredi has provided to energy projects in recent
years has reached USD 2.5 bln and 3,500 megawatt. This is the highest amount that a bank has provided for energy finance in
Turkey.
Russia
Following an over 10% y/y drop in real GDP in H109, the Russian economy is showing signs of stabilization and weak
recovery in the worst-hit sectors. Thus, investment demand has pulled back from the 23.1% y/y drop in May to stabilize at
around a 19% y/y decline. Coming on top of resilient exports this has helped to stabilize and trigger a notable rebound in
industrial output and cargo shipments, potentially indicating that the worst phase of the crisis might have passed indeed. On
the other hand, domestic consumer demand continues to deteriorate, with unemployment rate staying at 8.1% in August or at
its 8-year high in seasonally-adjusted terms. This has triggered deeper contraction of real wages and disposable incomes,
pushing retail sales deeper into nearly 10% y/y decline. Such weakness of consumer demand has continued to ease
inflationary pressures, pushing inflation to 2 year low of 10.7% y/y in September, down from the peak of 14% y/y in March. As
a result, we see real GDP recovering to a 4% y/y decline in Q409, up from the 10.9% y/y drop in Q 209. Positive news on
upcoming economic recovery has boosted the domestic financial markets, attracting a substantial inflow of capital, also
boosting the Russian ruble to another annual high.
Several trends we observe in the Russian banking sector in 2009: credit crunch due to the high level of credit risk induced by
a general worsening of asset quality; a fall in retail lending after the rapid contraction of households’ real disposable income;
and a sharp increase of loan loss reserves. Relative stabilization in some sectors of the Russian economy led to a
deceleration of past due loans in the corporate and retail segments. However, the level of total doubtful assets continues to
grow and as a result, problem assets reached 9% of total assets in August compared to 4.9% in January.
ZAO UniCredit Bank is one of Russia’s top universal banks. The Bank was the first international bank in Russia and
celebrates its 20 th anniversary in October. Through a continuously prudent risk and liquidity policy the Bank has proved its
reliable financial standing since its foundation even through times of market turmoil. With total assets of €11.6 billion ZAO
UniCredit Bank is the largest foreign and the 8 th largest bank in Russia by total assets. The bank currently maintains a
countrywide network of 111 outlets including a representative office in Minsk, Belarus, and serves around 700,000 individual
and SME clients and about 4,500 corporate clients with its comprehensive banking products and services.

In the first nine months of 2009 the bank achieved a gross operating profit of €305 million which at constant exchange rates
exceeds by 30% the result for the same period last year. This good performance stemmed, besides positive results from
increased market volatility, particularly at the beginning of the year, from the expanded regional coverage as well as from
continuous efficiency improvements. In spite of the financial turmoil in the markets, UniCredit Bank continued its regional
expansion in Moscow and other regions. Within the first nine months of 2009 new offices were opened in Perm, Ufa, Liptesk,
Miass, Taganrog, Rostov-on-Don, Volgograd, Sochi, Krasnojarsk, Tyumen, Barnaul, Belgorod and Saratov, as well as ten
new outlets in Moscow and six in St. Petersburg. Since September 2008 the network has increased by 31 outlets to the
current 111. The number of staff increased in the same period by 7% to 3,668 employees.
Q3 revenues of €461 million were higher by 20% y/y (at constant exchange rates). The revenue increase results from higher
flows of commissions as well as strong trading gains, together offsetting declining interest income due to a crisis-driven slow
down in lending. Total assets of €11,6 billion were 1.8% lower compared to September 2008. As the financial crisis finally
reached the real economy, both retail and corporate loan business started to decline in early 2009 and thus gross loan
volume decreased by 11% compared to Q3 2008 to the current €7.9 billion, whereas deposits increased in the same period
by 13% to €6.8 billion. Due to the prudent risk policy total assets decreased in the nine month of 2009 by 14.5% while
deposits increased during this period by 20.7%.
Corporate banking remains the core business of the bank although since last autumn, when the crisis started, lending
operations were continuously scaled back. Consequently the corporate loan portfolio of €6 billion is almost 9% below the level
of Q3 2008. On the liability side operations increased significantly and customer deposits grew to €5.4 billion exceeding Q3
2008 by 18%. Since December 2008 the gross loan portfolio declined by almost 13%, corporate deposits however increased
during this period by more than 20%. In consideration of the persisting difficult economic environment, business priorities
remain clearly focused on key relationships and development of business with multinational customers, and special attention
to credit risk. Strong emphasis is put on non-cash risk and transactional business.
Continuous development of retail banking remains a key pillar of ZAO UniCredit Bank’s strategy. Despite the tense situation
in the retail lending market the bank increased its retail network. In consideration of the deterioration of the economic
environment the retail loan business was significantly slowed down. The total loan portfolio as of Q3 2009, primarily
consisting of car loans and residential mortgages, amounted to €1.5 billion which was 17.6% lower than in Q3 2008;
compared to the beginning of the year the contraction of the portfolio amounts to almost 21%. Customer deposits on the
other hand have increased since Q3 2008 by more than 4% to €1.3 billion.
To cope with the difficult market situation, besides continuous efforts to further develop the customer base, the bank put a
strong emphasis on accelerated development of fee-based and liability side products as well as on optimization of the
network and the current business model to further improve the high standards of client service.
Other Markets
In the Czech Republic, despite revenues almost on last year’s level and cost reduction initiatives, further improving the favorable
cost income ratio, the bank was affected by the economic crisis with more than doubled net write-downs on loans compared to
M908.
UniCredit Bank Slovakia continued to carry out a conservative liquidity and risk policy. Nevertheless the bank actively
participates in new business and was one of the selected lead arrangers for the first PPP infrastructure project for a motorway in
Slovakia. The net profit remained within the scope of the bank´s forecast.
Revenues in Hungary are significantly above last year, supported by a positive development of fee income and trading
activities. Also costs were kept below last year's level. Nevertheless the bottom line result is negatively influenced by increased
net write downs on loans, being more than four times higher than in M908.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
70

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>> Group Results
Central Eastern Europe
UniCredit Slovenia enjoyed the best quarter so far in 2009; mainly good trading by tightening bond spreads, reduced liquidity
costs and flattening loan loss provisions contributed to the surprising positive result after nine months.
Zagrebacka banka (ZABA) is clearly the leading bank in Croatia and maintains the largest market share in customer loans and
deposits. Zaba Group does business in Croatia with more than 1.5 million clients served by 136 branches. Increased revenues
due to a higher trading result and further cost reductions in all major cost categories led to an improvement of the cost/income-
ratio to an impressive 45.5%. Net write downs on loans increased by €34.4 million y/y, reflecting the more unstable economic
environment.
In Bosnia and Herzegovina, the Group has a country-wide presence through UniCredit Bank d.d., Mostar and UniCredit
Banjalucka banka. Together, the 2 banks serve 1.2 million corporate and private clients through 147 branches. In Serbia the
Bank recorded significant revenue growth of 14% over 2008 (net interest income increased by 21% y/y and fee income by 12%).
With the risk situation stabilized, the bank is in a position to equal last year’s Profit before tax.
Despite the prevailing economic crisis in Romania which lead to a significant increase in loan loss provisions, UniCredit Tiriac
Bank generated a gross operating profit outperforming last year´s level (+15.7% y/y at constant exchange rates). The
"Divisionalization Project" emphasizing customer centricity as a key target is at the implementation stage in Romania.
UniCredit Bulbank is Bulgaria's leading bank in terms of assets, exceeding BGN 11 billion (€5.6 billion) as of August 2009. The
Bank is servicing over one million clients in all customer segments. Despite the worsened economic environment the bank
achieved satisfactory results in the first 9 months of 2009. Loan loss provisions increased but were partially offset by higher net
fees and commissions, improved trading results and optimized cost control.
In Ukraine, Ukrsotsbank, as a consequence of high interest income and a significant reduction in operating costs (-8% at
constant rates, resulting from cost reduction measures both relating to staff and other cost categories) was able to offset higher
net-write downs on loans (as a consequence of the sharp economic downturn and unstable environment) and to show positive
net income.
ATF Bank had a positive revenue growth of 22.2% vs. the prior year, notwithstanding the economic crisis, which heavily
impacted the market in Kazakhstan (real GDP growth expected -2.3% for 2009). This growth was mainly thanks to an
increase in NII (+11.8% y/y, due to a favourable deposit spread effect and a positive volume effect on loans and receivables
with banks) and higher trading profit at the beginning of the year thanks to higher volumes in FX conversions in the context of
the currency devaluation in February. There was a substantial improvement in ATF’s Loan/Deposit ratio (155.1%) of 40.5pp
y/y thanks to the Deposit Generation Program which started at the beginning of the year and helped to increase the deposit
portfolio by 40.5%, while the loan portfolio rose by only 6.9% yoy. Efficiency improved with a cost/income ratio of 25.5% (an
improvement of over 12.8pp vs. the prior year) clearly reflect the progress in restructuring and integration efforts. The
expenses were kept strictly under control, costs decreased by 18.6% and FTE staff by 954 y/y. Reflecting the general
deterioration in asset quality due to the crisis and partly the default of some large corporate customers, risk provisions
increased substantially with a consequent negative impact on the net result.

Poland’s Markets
Introduction
The Poland’s Markets Business Unit (“Poland Markets” in the following) manages UniCredit Group’s operations in
Poland and UniCredit Bank Ltd‘s activities in Ukraine.
Bank Pekao S.A. is one of two Poland’s leading banks in terms of total assets (market share of 11.8% as of June 30,
2009), loans to customers and assets under management. The bank has a nationwide network of 1,031 branches, a
strong presence in all the country’s major cities and Poland’s biggest ATM network, consisting of over 3,900 ATM’s (of
which 1,867 ATMs owned by the bank may be used by customers of UCG banks free of charge), enabling the bank’s
customers to have fully flexible and easy access to bank channels all over the country.
Bank Pekao S.A. controls 100% of UniCredit Bank Ltd. in Ukraine with a market share slightly above 1% in terms of
total assets and loans. Corporate Banking and Custody are the core businesses of UniCredit Bank, contributing about
67% of revenues. The bank has a network of 61 branches.
Financial Performance
At September 30, 2009 Poland’s Markets posted YTD Net profit for the period of €412 million, confirming its high
profitability, thanks to constant repricing actions, cost control and low cost of risk as a consequence of high quality of
assets.
Operating income totaled €1,207 million in three quarters of 2009, thanks to:
� net interest income of €657 million, after three quarters of 2009 down by 17.0% y/y at constant exchange
rates but higher compared to previous quarter, mainly thanks to higher assets profitability and thanks to
repricing aiming at cost deposits reduction;
� non-interest income of €550 million after three quarters of 2009 decreased only by 0.9% y/y at constant
exchange rates, with lower market related and other fees compensated partially by higher fees and
commissions on loans and cards and higher financial profits.
Operating costs (including integration costs) under strict control were reduced by 2.6% at constant exchange rates
compared to 9 months of 2008. The cost/income ratio amounted to 52.5% in September 30, 2009, mainly due to
pressure on revenues side, partially compensated by cost control.
At September 30, 2009 Poland’s Markets Loans to customers amounted to €18.8 billion, down by 5.2% from
December 31, 2008 (-3.3% at constant exchange rates). Deposits from customers (including securities in issue)
amounted to €21.2 billion at September 30, 2009 and decreased by 5.4 from December 2008.
At September 30, 2009, there were 20,663 FTE employees, a reduction of 743 FTE from December 2008, mainly
driven by natural attrition in Bank Pekao S.A.
Income Statement (€ million)
POLAND'S MARKETS
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
2009 2008 ACTUAL NORMALIZED 1 Q3 Q2 ACTUAL NORMALIZED 1 Q3
CHANGE % FIRST ON Q29'09 MONTHS 2008 CHANGE % ON FIRST 9 MONTHS '08
Operating income 1,207 1,731 - 30.3% - 10.4% 427 406 + 5.2% + 0.2% 609
Operating costs -634 -806 - 21.3% + 0.8% -215 -212 + 1.4% - 3.8% -286
Operating profit 573 925 - 38.1% - 20.2% 212 194 + 9.3% + 4.5% 324
Net write-downs on loans -91 -45 + 102.2% + 166.2% -36 -35 + 2.9% + 3.6% -13
Profit before tax 508 879 - 42.2% - 26.2% 182 169 + 7.7% + 1.5% 311
Profit (Loss) for the period 412 712 - 42.1% - 26.2% 148 138 + 7.2% + 1.6% 248
1. At constant exchange rates
72

73
>> Group Results
Poland’s Markets
Balance Sheet (€ million)
POLAND'S MARKETS
AMOUNTS AS AT CHANGE ON DEC '08
09.30.2009 06.30.2009 12.31.2008 AMOUNT %
Total Loans 21,365 21,322 23,319 -1,954 - 8.4%
o.w. with customers 18,844 18,470 19,870 -1,026 - 5.2%
Customer deposits (incl. Securities in issue) 21,173 21,278 22,390 -1,217 - 5.4%
Total RWA 22,457 22,479 24,957 -2,500 - 10.0%
RWA for Credit Risk 18,985 18,953 21,292 -2,307 - 10.8%
Key Ratios and Indicators
POLAND'S MARKETS
FIRST 9 MONTHS CHANGE
2009 2008 AMOUNT %
EVA (€ million) 156 322 -166 - 51.6%
Absorbed Capital (€ million) 1,128 1,503 -375 - 25.0%
RARORAC 18.48% 28.54% n.s.
Operating Income/RWA (avg) 6.95% 7.48% -53bp
Cost/Income 52.5% 46.6% 590bp
Cost of Risk 0.64% 0.29% 35bp
Tax rate 19.1% 19.0% 10bp
Staff Numbers
POLAND'S MARKETS
AS AT CHANGE ON DEC '08
09.30.2009 06.30.2009 12.31.2008 AMOUNT %
Full Time Equivalent 20,663 20,893 21,406 -743 - 3.5%
In Ukraine during the 3 quarters of 2009, UniCredit Bank managed to maintain positive Net profit, despite the difficult
market situation in Ukraine. Since the first signals of deterioration in the market environment appeared, strict measures
were put in place in order to even more carefully control the operations of UniCredit Bank, especially in the risk
management area. Also in 2009 several actions in the cost management area were undertaken aiming to achieve cost
savings with a focus on both HR and non-HR expenses. In 3 quarters of 2009 there was no further expansion of the
network and business activity was limited in order to minimize the risks.
Business Performance
Corporate Business
Bank Pekao maintained its strong position in the corporate segment. As a market leader, Corporate Banking has
constantly developed its offer based on market best-practice, in particular in the transactional banking area. In 2009 a
new innovative solution for foreign electronic payments was implemented. This automatic procedure simplifies the
process, increases the safety of data processing and reduces transaction times. Additionally customers may negotiate
the exchange rates used and monitor execution on-line.
Corporate Banking successfully continued to implement its strategy to improve the effectiveness of allocated capital by
focusing on more profitable lending products, that allowed to improve results y/y measured by net revenues with
growth driven by net interest income on lending.
Corporate volumes growth was adversely affected by unfavorable market conditions. Lower demand on external
financing from corporate customers diminished the possibility of loans growth. As at September 30, 2009, loan
volumes were lower by 10.9% compared to December 31, 2008. In the same period, deposits volumes decreased by
7.4% mainly as a consequence of conscious pricing policy as well as strong competition from other banks seeking
liquidity.

Retail Business
Total savings in the Retail Business Line grew by 3.8% in 9 months of 2009 both in deposits (up by 1.1%) and mutual
fund volumes (up by 17.9%). Deposit growth was supported by the marketing campaign for the Dobry Zysk “Good
Profit” savings account at the beginning of the year and the launch of a new line-up of Eurokonto packages with a wide
spectrum of accounts to suit the needs of all consumer segments. Since April 2009 further signs of improvement in the
Mutual Funds market in Poland were observed, which allowed to improve sales results. In the Retail gross sales
amounted to ca. €142 million in Q3 (up by 22,4% q/q) and positive net sales were up by €8.4m or 20.2% q/q.
Total loans increased by 3.3% YTD and 8.2% compared to September 30, 2008. The continuing commercial focus on
consumer loans supported by the Easter and September marketing campaigns enabled the increase in the consumer
loans stock of 16.8% YTD and 25.0% in the last 12 months. The stock of PLN mortgages increased by 11.9% YTD
and 15.0% compared to September 30, 2008 with continued strong focus on the profitability of new production.
The Retail Business Line successfully launched the new operational CRM - “UNISales” system. This innovative tool
integrates the work environment of the sales network, successfully supports relations with customers and the
coordination of the sales activity of more than 10,000 employees of the Retail Business Line.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
74

Further Information
75
>> Group Results
Rationalization of Group operations and other
corporate transactions
During the first nine months of 2009, the Group’s operations were characterized primarily by the implementation of
initiatives for the creation of the Group’s Global Factory for common services and products; then the rationalization of the
Group’s operations was continued to eliminate overlapping businesses and to achieve greater synergies and cost
reductions.
The Group also undertook some new initiatives aimed at external growth to consolidate and strengthen its leadership in
some business sectors.
Reorganization of the Group’s ICT and back office operations
During the first nine months, two separate projects for reorganizing the Group’s Italian and foreign ICT and back office
operations were completed in order to improve the coordination and efficiency of these business support areas and to
achieve further economies of scale and scope.
Specifically, the goal of the projects was to implement two Global Factories for common services:
� a Global Back Office Company, which provides back office services at the Group level; UniCredit Processes &
Administration (now UniCredit Business Partner joint venture corporation, hereinafter “UCBP;
� a Global ICT Company, which serves as sole center for ICT services for the entire Group; UniCredit Global
Information Services, (now a joint venture corporation, hereinafter “UGIS”).
Both companies will reinforce the “customer-centric” approach, which will be based on regular customer satisfaction
surveys.
Global Back Office Company
In January of this year, the process of integrating in UCBP all activities carried out in the “operations” area by the Group
in Austria, Czech Republic, Germany, Italy and Romania was completed. There are also plans to rationalize the
operations managed in Poland in a second phase.
The goal of this integration was to create a joint operating platform for the Group’s banks worldwide that will further the
exchange of key expertise and professional skills. It also aimed to establish a model for action and a single approach,
with a focus on better risk controls with the proper balance between cost and quality.
In December 2008, UCBP launched a capital increase totaling €131.6 million (including €129 million in additional paid-in
capital), which was paid for, pursuant to para. 4 of Article. 2441 and 2343 of the Civil Code, in the amount of €50.8
million by HVB through the transfer of its “Back Office” business unit, and in the amount of €80.8 million by UniCredit
Bank Austria through the transfer of its 100% stake in BA-CA Administration Services GmbH (now UniCredit Business
Partner GmbH) and Banking Transaction Services s.r.o. Following the above transaction, which went into effect as of
January 1, 2009, HVB and BA became shareholders of UCBP with stakes of 18.11% and 28.81% respectively, and the
remaining 53.07% stake is held by the Parent company.

Global ICT Company
The project was promoted in order to bring together into a single company – namely, UGIS -- all the ICT activities carried
out by HVB and BA through their respective subsidiaries, HVB Information Services GmbH (hereinafter “HVB IS”) and
WAVE Solutions Information Technology GmbH (hereinafter “WAVE”).
The creation of a common center for ICT services at the Group level will allow for optimizing the exchange of key
expertise and professional skills and will further the creation of a “full service” model for customers, as well as high
quality standards and competitive costs.
The additional objectives that the Group expects to achieve with the project in question, consistent with the goals sought
in integrating back office operations, include:
� facilitating the governance of ICT operations by centralizing responsibility in a single legal entity;
� maintaining the most successful cost model, based on high cost stability and predictability, furthering
awareness of the value of the cost and hence a high commitment to efficiency in IT;
� maintaining the current level of quality of service, so as to further business procedures and keep risks under
control as best as possible;
� sustaining geographic distribution with the right level of modularity, scalability and automated support;
� reducing operational complexity within such a broad scope, furthering the standardization of assets, procedures,
tools and actions.
To implement the project, the extraordinary shareholders’ meeting of UGIS held April 3, 2009, approved two separate
capital increases reserved for HVB and BA totaling €135.3 million (including €52.8 million in additional paid-in capital),
pursuant to par. 4 of Article 2441 and 2343 of the Civil Code, as follows:
� €96.3 million (including €37.6 million in additional capital) by HVB through the transfer of its 100% stake in
HVB IS, whose equity HVB had previously increased through the transfer of its IT assets and a cash
contribution of approximately €12.0 million;
� €39.0 million (including €15.2 million in additional capital) by BA through the transfer of its 100% stake in
WAVE, to which BA had previously contributed 100% of the capital of Bank Austria Aktiengesellschaft & Co
EDV Leasing OHG (the company owning the IT hardware assets in Austria used under leasing by UGIS itself),
to which BA itself had in turn paid in a cash contribution of approximately €16.1 million.
Following the above transaction, which went into effect as of May 1, 2009, HVB and BA became shareholders of UGIS
with a stake of 24.72% and 10.02% respectively, and the remaining 65.26% stake is held by the Parent company.
On the same date, HVB IS and WAVE were closed, and the respective assets were placed in the UGIS branches in
Munich and Vienna. Consequently, UGIS also acquired direct control of Bank Austria Aktiengesellschaft & Co EDV
Leasing OHG, previously held by WAVE.
In addition, in order to fully implement the rationalization of the former Capitalia’s ICT operations, prior to carrying out the
integration of the ICT operations engaged in by HVB and BA, the merger by absorption into UGIS of its wholly-owned
subsidiary Kyneste S.p.A. was completed, also going into effect as of May 1, 2009.
Reorganization of banking and specialized financial operations
Combination of the individual mortgage and consumer loan
businesses at the Group level
In order to ensure the best management and coordination of the “production” of medium- and long-term loans to
individuals for home financing and consumer loans, as of January 1, 2009, UniCredit Consumer Financing (“UCFin”)
incorporated, through a merger by absorption, both UniCredit Banca per la Casa (“UBCasa”), formerly specializing in the
“home mortgage” business, as well as UCFin, held directly by UniCredit, creating the Pan-European center of expertise
in household lending within the Group.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
76

77
>> Group Results
The combination is consistent with the new integrated management model for the mortgage and consumer loan
businesses, launched with the creation of a “household financing department” at the Parent company.
This approach will not only encourage the cross-selling of the products concerned, but will also achieve operating
synergies, especially in governance functions, as well as greater efficiency than the previous organizational/distribution
model with the resulting rationalization of cost structures and simplification of corporate structures.
As of April 1, 2009, UCFin took on the new name of “UniCredit Family Financing Bank” to better convey to the market
the completeness of its offerings and to strengthen its internal identity.
Rationalization of the salary-guaranteed loan business within UCFin
In order to implement the integration of the salary, pension and payment mandate guaranteed loan business, currently
handled either by UCFin or its fully-owned subsidiary Fineco Prestiti, and to enable improved risk control and the
achievement of cost synergies, on November 9, 2009, a partial spin-off to UCFin of the “salary-guaranteed loan”
business unit of Fineco Prestiti was concluded, represented essentially by the assets, liabilities, resources, rights,
obligations and, in general, all the substantial subjective situations involved in the assessment, disbursement and
management of salary, pension and payment mandate guaranteed loans.
After this operation, Fineco Prestiti, as well as managing its own distribution network of 40 agents and 80 brokers and
the associated activities of commercial support, will also continue to handle pension-guaranteed loans to individuals who
receive their pension payments from INPS and are unconnected with the representative companies.
Implementation of a new management model for leasing operations
at the Group level
The project for the implementation of a new management model for leasing, begun in June 2008, in order to ensure
better management and coordination of leasing activities worldwide, was completed in January of this year.
This project was completed with the business combination, effective as of January 1, 2009, of UniCredit Global Leasing
and Locat (which changed its name accordingly to “UniCredit Leasing”) and the allocation to the latter (as the operating
sub-holding company) of the activities of guiding, coordinating and controlling the business concerned at the Group level
in accordance with the Parent company’s guidelines, as well as directly managing the business in Italy.
This structure allows for a quicker and easier transition from the organizational/distribution model (characterized by a
“non-homogenous” mix of companies located in different countries and overlapping structures) to the new business
management model focused on the creation of a global company that is charged with managing the business in a
uniform manner, optimizing resource allocation, and at the same time leveraging the unique features of each country
and/or specific business area.
In addition, this approach has laid the foundation for:
� a significant simplification in organization;
� a simplification of governance and key processes;
� a reduction in the number of legal entities (using, where possible, the model of the sub-holding company’s foreign
branches), thereby making the organizational structure more streamlined and “flat” and shortening reporting lines;
� a better transfer of best practices to facilitate the exchange of skills in the Group’s complex leasing operations
(including through the establishment of dedicated “competence centers” managed in a uniform and coordinated
manner);
� the ability to take advantage of a commercial strategy based on the “one face to customers” model, which is
specifically intended for the vendor agreement and cross-border leasing segment.

Business combination for the Group’s leasing operations in Russia
In order to optimize and strengthen the leasing business in the Russian Federation market – particularly with regard to
the capital goods and car sectors – in the second quarter of this year, a business combination project was begun
between the Group’s two leasing companies operating in Russia: OOO UniCredit Leasing (“ULR”, a wholly-owned
subsidiary of ZAO UniCredit Bank “UBR”) and ZAO Locat Leasing Russia (“LLR”), a wholly-owned subsidiary of
UniCredit Leasing (“UCL”).
The business combination is currently in progress, through a capital increase of ULR in the amount of RUR 1.5 billion
(about €34 million) reserved to UCL and paid up by the latter through the contribution in kind of LLR as well as the cash
contribution of approximately RUR 1.2 billion (about €28 million).
The transaction designed as such will allow UCL to reach a target ownership structure of 60% (consistent with the model
adopted by the Group in the countries in the CEE area, which provides for the joint presence of UCL, as majority
shareholder, and local banks, as minority shareholders, among the shareholders of the leasing companies) and which
will endow ULR at the same time with an adequate level of capitalization.
Following the transaction described, ULR will operate as the Group’s sole leasing company in the Russian Federation
market, while LLR will manage the portfolio of contracts currently in existence until they are exhausted and will then be
liquidated, most likely in 2011.
The authorization from the local antitrust authority was obtained in July 2009, so the completion of the business
combination in question is expected in the fourth quarter of 2009.
Project for transforming Italian Group instrumental companies into
consortiums
In July of this year, transformation was completed of the Group’s Italian instrumental companies into consortium
companies (specifically, UGIS, UCBP, UniCredit Audit (Audit), UniCredit Real Estate (URE) and UniCredit
Bancassurance Management and Administration S.r.l. (UBMA)). These consortiums have been joined by the Group
companies benefiting from the services provided by the aforesaid companies.
This consortium model appeared suited to the companies’ corporate purpose and to the economical and efficiency
criteria, in that it allows for combining a consortium’s objectives, which provide for preferred provision of activities to its
consortium members, with the organizational form of a joint-stock company, at the same time allowing for taking
advantage of the VAT-exemption regime, in accordance with the current tax rules.
Reorganization of the Austrian Private Banking business
In order to bring BA’s Austrian Private Banking operations in line with UniCredit’s Pan-European “on-shore” Private
Banking model and to reorganize the scope of the operating companies in the sector held by BA on the basis of the
Group’s guidelines on equity interests, BankPrivat ("BP") and Asset Management GmbH ("AMG") - both companies
wholly owned by BA - were absorbed into BA with effect from October 28, 2009.
In parallel, the Group has begun the process of reorganizing the BA Private Banking service model to bring it in line with
the Group’s Private Banking model, and has transferred AMG's fund management and asset management business to
Pioneer Investments Austria ("PIA"), a company indirectly owned by the Parent company through Pioneer Global
Investments.
The reorganization process entails the allocation of full control of the clients currently served by BP to BA Private
Banking, shifting the respective activities currently conducted by the BA Retail to Private Banking.
The entire project will be completed by the end of this year.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
78

New Group external growth initiatives
The Pioneer conglomerate
Partnership with the Fortress group in the real estate sector
79
>> Group Results
In order to increase the value of the closed-end real estate fund management business of Pioneer Investment
Management SGR SpA (“PIM SGR”), a wholly-owned subsidiary of Pioneer Global Asset Management SpA (“PGAM”),
this past April, PIM SGR acquired an equity interest of 37.5% in Torre SGR SpA (a real estate fund management
company under the Fortress Investment Group LLC, which in turn is an alternative management company listed on the
New York Stock Exchange) as part of a capital increase of the aforesaid company reserved for PIM SGR and subscribed
by the latter through the contribution of its “real estate funds” business unit (comprised essentially of 6 real estate funds:
“UniCredito Immobiliare Uno,” “Pioneer RE Brixia,” “Pioneer RE Turin,” “Pioneer RE STAR,” “Pioneer RE Capital Fund”
and “Pioneer RE AMG”).
The transaction was carried out as part of the project aimed at increasing the value of the Pioneer Group’s real estate
management business in Italy together with a strategic partner in the real estate asset management sector for the
purpose of (i) creating a partnership with an international major player in the real estate sector, in order to combine its
expertise in the sector with the distribution capability and the access to institutional and retail capital of Pioneer and of
the group that it belongs to, and consequently to (ii) satisfy the needs of the UniCredit network in terms of management
of existing business, product innovation, fleshing out the range of products offered to its retail and institutional customers,
generating new business and consequent commission flows, as well as to (iii) create value for investors.
The HVB conglomerate
Agreement with NewSmith Capital Partners
Pursuant to the agreement entered into with NewSmith Capital Partners LLP, in October 2009 HVB acquired 100% of
NewSmith Financial Products LLP (“NSFP”) and NewSmith Financial Solutions Ltd (“NSFS”), subsidiaries of NewSmith
Capital Partners LLP, for a total consideration of approximately £50.9 million (approximately €60 million), after the
obtainment of the required regulatory approvals.
As part of this transaction, the Group acquired a team of highly experienced professionals with diverse backgrounds
dedicated to managing the Markets and Credit business areas according to a customer-based model with the aim of
reducing the risk profile and the absorption of capital.
Other transactions involving subsidiaries/associates
JSCB Ukrsotsbank
This past May, the subsidiary JSCB Ukrsotsbank (“USB”), of which BA directly or indirectly holds 94.47% of the capital
stock, launched a capital increase in the amount of UAH 500 million (equal to approximately €53 million) in order to fulfil
the requirements of the Ukrainian Central Bank in view of the country’s financial situation.
For this transaction, BA assumed an overall expense of approximately €50 million, and the overall equity interest held
(directly and indirectly) in USB reached 95.34% of the capital stock.

JSC ATF Bank
This past April, JSC ATF Bank (“ATF”), 99.70% controlled by BA, launched a capital increase of KZT 18 billion
(approximately €89 million) to fulfill the requirements of the Kazak Oversight Authority in connection with the country’s
financial situation. BA’s subscription of the portion due to it in this transaction entailed an overall expense of
approximately €89 million.
UniCredit Consumer Financing IFN SA
In order to support the growth of UniCredit Consumer Financing IFN SA (“UCCF”), a Romanian company incorporated in
2008 as a joint venture between UCFin, currently “UniCredit Family Financing Bank” (65%), and UniCredit Tiriac Bank
“UCT” (35%), active in the provision of consumer loan products for the Romanian market, this past May, the two partners,
UniCredit Family Financing Bank and UCT, subscribed a UCCF capital increase of RON 43 million (approximately €10
million) in the amount proportional to their respective equity interests.
This increase in capital enabled the subsidiary to be in line with the minimum capitalization limits required by Romanian
regulations.
CNP UniCredit Vita SpA
This past April, CNP UniCredit Vita (an insurance joint venture with the French group CNP, in which the Group holds an
overall interest of 38.80% (16.92% directly by UniCredit and 21.88% by Fineco Verwaltung AG, a wholly-owned
subsidiary of the Parent company, whose sole asset is represented by the interest in CNP UniCredit Vita), approved a
capital increase of €134 million aimed at endowing it with sufficient capital in observance of the capital requirements
provided for by current regulations.
The Group subscribed the transaction in the portion due to it, assuming an overall expense of €52 million, including
€22.7 million for the Parent company’s share and €29.3 million for the share held by Fineco Verwaltung.
In order to centralize in a single entity the entire stake held by the Group in the said associate, this past June, the Parent
company acquired the stake held by Fineco Verwaltung in CNP UniCredit Vita.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
80

Transactions to dispose of equity investments/non-strategic
assets
In Italy
Finaosta SpA
81
>> Group Results
This past November, UniCredit, together with the other minority shareholders of Finaosta, accepted the proposal by the
Valle d’Aosta Autonomous Region to acquire the interests held by other shareholders in this financial company.
The price for 100% of Finaosta was established at €187 million, and the transfer of the stake held by UniCredit (10.7%)
allowed it to make a capital gain at the consolidated level of €9.7 million. The transfer was completed in March 2009.
SI Holding SpA
UniCredit, together with the main shareholders of Si Holding, including Intesa Sanpaolo (42.2% of the capital) and MPS
(24.5%), closed this past June 26th on the transaction for the disposal of its interest in Si Holding (9.2% overall) to Istituto
Centrale delle Banche Popolari Italiane (for 9.1%) and to Banca Mediolanum (for 0.1%), at an overall price for 100% of Si
Holding of €150 million (subject to an increase depending on the increase in value of some assets and quantifiable at €34
million, to be paid by the end of this year).
The transaction made for a capital gain at the consolidated level of €15 million.
CARICESE Srl
In June, the Group sold 33.684% of CARICESE (out of the 33.687% held overall), collecting €3.65 million for a capital
gain of €1.21 million; specifically, the subsidiaries UniCredit Corporate Banking, UniCredit Private Banking, UniCredit
Banca, Banco di Sicilia, UniCredit Banca di Roma, Fineco Banca, UniCredit Family Financing Bank and Banca Agricola
Commerciale RSM sold their own stakes in the company, while the Parent company remained a shareholder of
CARICESE with an interest of 0.003%.
Abroad
BodeHewitt AG & Co. KG and BodeHewitt Beteiligungs AG
In June, HVB sold 72.25% of BodeHewitt AG & Co. KG and 72.25% of BodeHewitt Beteiligungs AG to Hewitt Associates,
which already held 27.75% of the two companies, for the amount of €50 million.
The sale of the stakes held by HVB made for a capital gain at the consolidated level of €3 million.
Vereinsbank Victoria Bauspar AG
In May, HVB and Ergo Group signed a contract for the sale of the 70% and 30% stakes held respectively in Vereinsbank
Victoria Bauspar to Wüstenrot & Württembergische AG, for an overall price of approximately €79 million for 100% of
Vereinsbank Victoria Bauspar.
Following the recognition of this stake as an asset held for sale, a capital loss of approximately €12 million was recorded
in H1. This transaction, which was finalized in July, did not entail any further impact on the income statement.
Schwäbische Bank AG and Invesco Real Estate GmbH
In the first half, HVB also sold the minority interest held in Schwäbische Bank (25.50%), a German general bank, and in
Invesco Real Estate (24.90%), a company that offers real estate investment services and products to institutional
customers, making an overall capital gain at the consolidated level of approximately €12.3 million.

Mastercard Inc.
During the year, several UniCredit Group companies sold shares held in Mastercard Inc., generating an overall capital
gain at the consolidated level of approximately €16 million.
Bank BPH SA
In September, the Parent company accepted the takeover bid made by DRB Holding (GE Group) on the outstanding
residual share of Bank BPH, contributing the entire equity interest held in the aforesaid Polish bank (5.13%).
Rationalization of the Group's real estate assets
Fondo Core Nord Ovest
In accordance with the objectives for rationalization of the Group's real estate assets, on September 29, 2009 URE
contributed a portfolio of properties held by the Group to a closed real estate fund reserved for qualified investors, named
Core Nord Ovest and managed by REAM SGR S.p.A. (“REAM”). URE subsequently sold the majority of the units issued
on the basis of this contribution to qualified investors identified by REAM.
The contributed portfolio consisted of 13 valuable historic buildings (including the properties at Via XX Settembre in Turin,
Via Dante in Genoa and Piazza Edison in Milan) with an overall contribution value of around €574 million, the acquisition
of which was 60% financed by a pool of banks.
The fund will have a life of 15 years. The majority of the properties contributed to the fund will be subject to leasing
contracts in favour of the Group with a term, according to the Group's specific needs, of 6 or 18 years, renewable for
further 6-year periods, with characteristics that allow the Group the necessary flexibility in the management of its
commercial network.
The sale of the majority of units to qualified investors identified by REAM, including Fondazione Cassa di Risparmio di
Torino and the other banking Foundations holding shares in REAM, generated a capital gain relating to the portion sold in
the third quarter of 2009, after deduction of taxes and transaction costs, of approximately €110 million.
Fondo Omicron Plus Immobiliare
On December 30, 2008, URE contributed a portfolio of 72 strategic properties with an overall value of approximately €800
million to Fondo Omicron Plus against the issuance of fund units. Some of these units were subsequently placed with
qualified investors, while others were retained by URE itself.
In the third quarter of 2009, URE finalized the sale to qualified investors of the units held in Fondo Omicron Plus
Immobiliare (“Fondo Omicron Plus”), managed by Fondi Immobiliari Italiani SGR S.p.A. (“Fimit”),
In particular, on 30th September 2009, URE finalized the sale of 3,200 of such units to a company affiliated to GIC Real
Estate (“GIC RE”), the real estate division of the Government of Singapore Investment Corporation, for a total price of
approximately €78 million.
The sale of units to GIC RE allowed URE to complete the sale of all units held in Fondo Omicron Plus following the
contribution of December 2008, with a capital gain of around €163 million in 2009 (including around €131 million in the
third quarter of 2009) after deduction of taxes and transaction costs, which is added to the approx. €282 million already
achieved in 2008.
In addition, again within the scope of the rationalization of the Group's real estate assets, on September 30, 2009 URE
contributed a further portfolio, consisting of 179 instrumental properties with an overall value of approximately €530
million, to Fondo Omicron Plus, on the basis of which new units have been issued. It is envisaged that these units may be
placed with qualified investors identified by Fimit during the first half of 2010.
The properties forming the subject of the second contribution will be entirely let to Group companies through leasing
contracts with a term of 18 years, renewable for further 6-year periods, with characteristics that allow the necessary
flexibility in the management of the Group's commercial network.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
82

Steps to Strengthen Capital
83
>> Group Results
At the beginning of 2009, capital strengthening measures were taken that were approved by the Board of Directors in
October 2008.
First, the capital increase approved by the Shareholders’ Meeting on November 14, 2008 was implemented. From
January 5 to 23 the new shares were offered to holders of UniCredit ordinary and savings shares in a ratio of 4 ordinary
shares for every 55 shares held at a unit issuance price of €3.083 per share, with a share premium of €2.583.
At the end of this period, unexercised options were offered by UniCredit on the MTA of Borsa Italiana, but none were
purchased. Pursuant to the security agreement entered into by Mediobanca with the obligation to underwrite a quantity of
newly issued shares corresponding to the unexercised options, on February 23, 2009 Mediobanca underwrote
967,578,184 shares.
Thus, the capital increase of €2,997,370,834.21 was fully subscribed including €486,112,688.00 in share capital and
€2,511,258,146.21 in share premium.
Nearly all the shares underwritten by Mediobanca were used to support the issuance of financial instruments (the so-
called CASHES).
Subsequently on March 17, the Board of Directors passed a resolution to be submitted to the Shareholders' Meeting for a
free increase in share capital pursuant to Article 2442 of the Civil Code by drawing on a special reserve established at the
time of the approval of the allocation of profits for 2008.
On April 29 an extraordinary session of the Shareholders' Meeting approved a free capital increase with a nominal value
of €1,218,815,136.50 with the issuance of 2,435,097,842 ordinary shares and 2,532,431 savings shares with a unit
nominal value of €0.50 each. The resolution was recorded in the Company Register on May 11, and the shares were
made available to entitled shareholders on May 21.
On June 23, pursuant to the powers granted by the Shareholders' Meeting held on May 12, 2006, the Board of Directors
approved a capital increase with a nominal amount of €654,227.50 through the issuance of 1,308,455 ordinary shares to
be allocated to the Group's management holding particularly significant positions connected with the achievement of the
Group's overall goals. The resolution for the capital increase was recorded in the Company Register on June 30, 2009.
In order to improve the bank's ability to support the real economy with new permanent resources, on September 29, 2009,
the Board of Directors unanimously approved a proposal for a dividend-paying capital increase in an amount of up to €4
billion including any share premium, which is intended to strengthen the Group's capital base.
The Extraordinary Shareholders' Meeting, which is scheduled to be held on November 16, 2009, will be asked to approve
the capital increase through the issuance of ordinary shares with regular dividend entitlement, to be offered as options to
holders of the company's ordinary and savings shares pursuant to Article 2441 of the Civil Code. The meeting will also be
asked to grant the necessary powers to the Board of Directors to establish the procedures and timing of the capital
increase, and in particular, to determine near the beginning of the public offering, the subscription price of the shares
(including share premium), and then the number of shares to be issued and the related option allocation ratio.

Subsequent Events and Outlook
Subsequent Events
After September 30, 2009 (the reference date if this interim report on the Group), no significant events occurred such
that the profit and capital situation given in the report would be liable to change.
Please see the “Other Information” section for corporate transactions and Group reorganizations completed after
September 30, 2009.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
84

Outlook
85
>> Group Results
Despite the appearance of the first signs of economic recovery, European banks’ profitability will continue to be
under pressure in the coming months due to reduced income from intermediation and the worsening of credit
quality. Net interest income will tend to be affected by shrinking volumes and a narrowing of bank spreads. A
reduction in net interest income and the still quite high cost of risk will negatively affect profit growth in the current
year. However, this will be to some extent offset by the expected recovery of non-interest income following the
recent upsurge in the equity markets.
With regard to Central Eastern Europe (CEE), positive indications concerning the recovery of international demand
lead us to think that - after the significant slowdown in almost all the region’s economies seen in 2009 - growth in
this area should resume its upward trend next year. Only in some of the countries most affected by the
international crisis (the Baltic states, Hungary and the countries of the west Balkans) GDP growth could continue
marginally negative in 2010. The CEE banking sector’s profitability will improve sharply in 2010. In some markets,
however, worsening credit quality will continue to affect profits in 2010 (non-performing loans are expected to peak
in the first half-year). Thus, while some countries’ banks - in Ukraine, Kazakhstan and the Baltic countries - will
remain under pressure in 2010, other more solid economies - Poland, Turkey and the Czech Republic - will see an
improvement in the outlook for their banks.
Given the continuing uncertainty of the markets, the Group will continue the strategies followed in 2009, first and
foremost by strengthening its capital base as resolved by UniCredit’s Board of Directors on September 29, 2009.
Equally part of the strategy of reinforcing its position, the Group will continue to seek further efficiencies in its cost
structure to offset in whole or in part any weaknesses arising from the continuance of the current crisis of the
markets.
In the fourth quarter of 2009, as well as completing the actions initiated during the year, the Group will maintain
vigilant risk monitoring while optimizing its return on capital invested and reaffirming its character as that of a
universal bank committed to supporting households and companies.
Milan, November 10, 2009
THE BOARD OF DIRECTORS
Chairman Managing Director/CEO
DIETER RAMPL ALESSANDRO PROFUMO

87
Condensed Consolidated Financial Statements
as at September 30, 2009
Condensed Accounts 89
Balance Sheet 90
Income Statement 92
Statement of Comprehensive Income 93
Statement of Changes in Shareholders’ Equity as at September 30, 2009 94
Statement of Changes in Shareholders’ Equity as at September 30, 2008 95
Cash Flow Statement 97
Explanatoy Notes 99
Part A) Accounting Policies 101
Part B) Consolidated Balance Sheet 137
Part C) Consolidated Income Statement 153
Part D) Segment Reporting 163
Part E) Risks and Hedging Policies 169
Part F) Consolidated Shareholders’ Equity 221
Part H) Related-Party Transactions 229
Part I) Share-Based Payments 233
Annexes 237
Notes
The following conventional symbols have been used in the tables:
. a dash (-) indicates that the item/figure is inexistent;
. two stops (..) or (n.s.) when the figures do not reach the minimum considered significant or are not in any case considered significant;
. “N.A.” indicates that the figure is not available.
. “X” indicates an item not to be completed under Banca d’Italia instructions
Unless otherwise indicated, all amounts are in thousands of euros.
RELASEMESTRALE CONSOLIDATA

89
RELASEMESTRALE CONSOLIDATA
>> Condensed Consolidated Financial Statements
Consolidated Accounts
Consolidated Accounts
Balance Sheet 90
Income Statement 92
Statement of Comprehensive Income 93
Statement of changes in Shareholders’ Equity 94
First Nine Months 2009 94
First Nine Months 2008 95
Cash Flow Statement 97

CONSOLIDATED BALANCE SHEET
Assets
10. Cash and cash balances 6.441.883 7.652.446
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
( € ' 000 )
09.30.2009 12.31.2008
20. Financial assets held for trading 145.518.885 204.889.888
30. Financial assets at fair value through profit or loss 14.522.801 15.635.822
40. Available-for-sale financial assets 35.036.844 28.700.290
50. Held-to-maturity investments 14.056.670 16.882.450
60. Loans and receivables with banks 97.288.190 80.826.952
70. Loans and receivables with customers 565.456.778 612.480.413
80. Hedging derivatives 12.223.027 7.050.815
90. Changes in fair value of portfolio hedged items (+/-) 2.219.246 1.659.560
100. Investments in associates and joint ventures 3.780.650 4.003.082
110. Insurance reserves attributable to reinsurers 139 234
120. Property, plant and equipment 11.805.357 11.935.451
130. Intangible assets 25.639.935 26.481.917
- of which goodwill 20.381.031 20.888.714
140. Tax assets 12.323.211 12.391.879
a) current tax assets 2.107.856 1.927.915
b) deferred tax assets 10.215.355 10.463.964
150. Non-current assets and disposal groups classified as held for sale 590.208 1.030.338
160. Other assets 10.805.634 13.990.012
Total assets 957.709.458 1.045.611.549
AMOUNTS AS AT
Note:
Figures as at December 2008 are different from those published due to the reclassification of exchange rate differences on net foreign
investments (subsidiaries, associate companies of joint ventures) in “exchange rate differences” of Item 140. “Revaluation reserves”. The same
differences were formerly included in other reserves from profits of the item 170. “Reserves”.
90

Liabilities and shareholders' equity
10. Deposits from banks 124,112,226 177,676,704
91
RELASEMESTRALE CONSOLIDATA
>> Condensed Consolidated Financial Statements
Consolidated Accounts
( € ' 000 )
09.30.2009 12.31.2008
20. Deposits from customers 381,745,621 388,830,766
30. Debt securities in issue 208,357,874 202,458,800
40. Financial liabilities held for trading 128,668,590 165,335,178
50. Financial liabilities at fair value through profit or loss 1,646,737 1,659,144
60. Hedging derivatives 10,275,158 7,751,270
70. Changes in fair value of portfolio hedged items (+/-) 2,993,141 1,572,065
80. Tax liabilities 6,587,319 8,229,156
a) current tax liabilities 1,853,405 2,827,262
b) deferred tax liabilities 4,733,914 5,401,894
90. Liabilities included in disposal groups classified as held for sale 297,710 536,729
100. Other liabilities 20,957,262 23,701,333
110. Provision for employee severance pay 1,338,883 1,415,023
120. Provisions for risks and charges 8,174,892 8,048,556
a) post retirement benefit obligations 4,578,423 4,553,022
b) other provisions 3,596,469 3,495,534
130. Insurance reserves 146,508 156,433
140. Revaluation reserves (1,330,707) (1,740,435)
170. Reserves 14,335,480 11,978,805
180. Share premium 36,581,540 34,070,282
190. Issued capital 8,389,870 6,684,287
200. Treasury shares (-) (7,187) (5,993)
210. Minorities (+/-) 3,107,656 3,241,658
220. Net Profit or Loss (+/-) 1,330,885 4,011,788
AMOUNTS AS AT
Total liabilities and shareholders' equity 957,709,458 1,045,611,549

CONSOLIDATED INCOME STATEMENT (€ '000)
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
FIRST NINE MONTHS
ITEMS 2009 2008
10. Interest income and similar revenues 27,172,934 38,704,503
20. Interest expense and similar charges (14,089,135) (25,403,422)
30. Net interest margin 13,083,799 13,301,081
40. Fee and commission income 6,979,956 8,517,123
50. Fee and commission expense (1,314,449) (1,514,314)
60. Net fees and commissions 5,665,507 7,002,809
70. Dividend income and similar revenue 531,523 1,120,131
80. Gains and losses on financial assets and liabilities held for trading 1,113,984 (1,422,377)
90. Fair value adjustments in hedge accounting 22,150 19,471
100. Gains and losses on disposal of: 362,303 113,899
a) loans 80,519 29,078
b) available-for-sale financial assets 140,517 93,464
c) held-to-maturity investments 3,869 (17)
d) financial liabilities 137,398 (8,626)
110. Gains and losses on financial assets/liabilities at fair value through profit or loss (14,142) (147,634)
120. Operating income 20,765,124 19,987,380
130. Impairment losses on: (6,806,413) (2,889,825)
a) loans (6,141,342) (2,295,780)
b) available-for-sale financial assets(558,040) (438,642)
c) held-to-maturity investments (2) (76,308)
d) other financial assets (107,029) (79,095)
140. Net profit from financial activities 13,958,711 17,097,555
150. Premiums earned (net) 71,472 84,765
160. Other income (net) from insurance activities (58,173) (64,386)
170. Net profit from financial and insurance activities 13,972,010 17,117,934
180. Administrative costs: (11,228,476) (12,094,795)
a) staff expense (7,095,814) (7,618,272)
b) other administrative expense (4,132,662) (4,476,523)
190. Net provisions for risks and charges (376,777) (68,792)
200. Impairment/write-backs on property, plant and equipment (623,184) (605,720)
210. Impairment/write-backs on intangible assets (476,192) (523,249)
220. Other net operating income 606,426 821,472
230. Operating costs (12,098,203) (12,471,084)
240. Profit (loss) of associates 73,757 430,413
250. Gains and losses on tangible and intangible assets measured at fair value (37,685) (22,189)
260. Impairment of goodwill - -
270. Gains and losses on disposal of investments 484,484 212,416
280. Total profit or loss before tax from continuing operations 2,394,363 5,267,490
290. Tax expense (income) related to profit or loss from continuing operations (794,336) (1,353,484)
300. Total profit or loss after tax from continuing operations 1,600,027 3,914,006
310. Total profit or loss after tax from discontinued operations - -
320. Net profit or loss for the period 1,600,027 3,914,006
330. Minorities (269,142) (407,373)
340. Net profit or loss attributable to the Parent company 1,330,885 3,506,633
Earnings per share (€) 0.080 0.224
Diluted earnings per share (€) 0.080 0.224
Note:
First nine months 2008 figures include the completion of PPA (Purchase Price Allocation), which also influenced net profit attributable to the
Group and consequently also earnings per share.
92

93
RELASEMESTRALE CONSOLIDATA
>> Condensed Consolidated Financial Statements
Consolidated Accounts
STATEMENT OF COMPREHENSIVE INCOME ( € ' 000 )
ITEMS 09.30.2009 09.30.2008
10. Net Profit or loss for the period 1,600,027 3,914,006
Other comprehensive income after tax
20. Available-for-sale financial assets 873,135 (2,195,394)
30. Property plant and equipment - -
40. Intangible assets - -
50. Hedges of Foreign Investments - -
60. Cash flow hedges 198,586 47,005
70 . Exchange Differences (717,470) 714,645
AMOUNTS AS AT
80. Non current assets classified as held for sale - -
90. Actuarial gains (losses) on defined benefit plans - -
100. Total of other comprehensive income after tax 354,251 (1,433,744)
110. Comprehensive income after taxes 1,954,278 2,480,262
120. Consolidated comprehensive income attributable to minorities (217,974) (549,293)
130. Consolidated comprehensive income attributable to Parent Company 1,736,304 1,930,969
“Consolidated Comprehensive Income attributable to minorities” (item 120) is different from “Net profit for the period attributable to minorites”
(item 330 of Consolidated income statement), as it includes the negative effect arising from “other comprehensive income” of minorities.

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY AS AT SEPTEMBER 30, 2009 (€ thousands)
Group:
Issued capital:
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
Reserves
Dividends
a) ordinary shares 6,673,434 6,673,434 1,704,316 8,377,750
b) savings shares 10,853 10,853 1,267 12,120
Share premiums 34,070,282 34,070,282 2,511,258 36,581,540
Reserves:
a) from profits 9,922,753 9,922,753 4,004,721 -313,377 -1,219,470 12,394,627
b) other 2,056,052 2,056,052 0 -158,155 42,956 1,940,853
Revaluation reserves:
a) available-for-sale -965,680 -965,680 858,893 -106,787
b) hedging of financial flows 287,439 287,439 224,693 512,132
c) other 2
Treasury shares
-1,062,194 -1,062,194 -673,858 -1,736,052
a) parent company -2,440 -2,440 0 -2,440
b) subsidiaries -3,553 -3,553 -1,194 -4,747
Net Profit or Loss for the period 4,011,788 4,011,788 -4,004,721 -7,067 1,330,885 1,330,885
Shareholders’ equity 54,998,734 - 54,998,734 - -7,067 95,157 2,839,216 - - - - 42,956 1,330,885 59,299,881
Minorities:
Issued capital 498,200 498,200 -126,563 371,637
Share premiums and Reserves 2,351,606 2,351,606 450,637 -166,146 2,636,097
Revaluation reserves:
a) available-for-sale -15,559 -15,559 11,664 -3,895
b) hedging of financial flows 8,578 8,578 -12,081 -3,503
c) other 2
Treasury shares
a) parent company
-118,349 -118,349 -43,168 -161,517
b) subsidiaries -332 -332 27 -305
Net Profit or Loss for the period 517,514 517,514 -450,637 -66,877 269,142 269,142
Shareholders’ equity 3,241,658 - 3,241,658 - -66,877 -336,267 - - - - - - 269,142 3,107,656
1. Stocks Options, Performance Shares and Restricted Shares
Balance as at 12.31.2008
2. Special revaluation laws, exchange differences and other
Change in opening balance
Balance as at 1.1.2009
Allocation of profit from
previous year
Changes in reserves
Issue of new shares
Changes during the year
Shareholders’ equity transactions
Opening banlances as at December 31, 2008 are different from those published in the Annual Report as at December 31, 2008 due to the
reclassification of exchange rate differences on net foreign investments (subsidiaries, associate companies of joint ventures).
Acquisition of treasury shares
Distribution of extraordinary dividends
Change in equity instruments
Own share derivatives
Stock options 1
Net Profit or Loss 2009
Shareholders’ equity as at 09.30.2009
94

95
RELASEMESTRALE CONSOLIDATA
>> Condensed Consolidated Financial Statements
Consolidated Accounts
STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY AS AT SEPTEMBER 30, 2008 (€ thousands)
Group:
Issued capital:
Reserves
Dividends
a) ordinary shares 6,671,830 6,671,830 1,122 6,672,952
b) savings shares 10,853 10,853 10,853
Share premiums 33,707,908 33,707,908 4,834 -517,288 33,195,454
Reserves:
a) from profits 8,314,215 8,314,215 4,244,234 -1,786,311 657,117 11,429,255
b) other 2,311,794 -309,747 2,002,047 -577,770 1,034,576 36,106 2,494,959
Revaluation reserves:
a) available-for-sale 1,570,350 1,570,350 -1,845,215 -274,865
b) hedging of financial flows -712,623 -712,623 28,687 -683,936
c) other 2
Treasury shares
277,051 309,747 586,798 577,624 1,164,422
a) parent company -358,416 -358,416 -517,288 -875,704
b) subsidiaries -4,695 -4,695 691 -4,004
Net Profit or Loss for the period 5,901,336 5,901,336 -4,244,234 -1,657,102 3,506,633 3,506,633
Shareholders’ equity 57,689,603 - 57,689,603 - -3,443,413 -1,158,866 5,956 - - - - 36,106 3,506,633 56,636,019
Minorities:
Issued capital 933,670 933,670 -443,781 489,889
Share premiums and Reserves 3,131,257 -115,547 3,015,710 360,907 -967,919 2,408,698
Revaluation reserves:
a) available-for-sale -464 -464 -26,022 -26,486
b) hedging of financial flows -37,448 -37,448 35,211 -2,237
c) other 2
Treasury shares
a) parent company
479 115,547 116,026 137,553 253,579
b) subsidiaries -204 -204 182 -22
Net Profit or Loss for the period 716,889 716,889 -360,907 -355,982 407,373 407,373
Shareholders’ equity 4,744,179 - 4,744,179 - -355,982 -1,264,776 - - - - - - 407,373 3,530,794
1. Stocks Options, Performance Shares and Restricted Shares
Balance as at 12.31.2007
2. Special revaluation laws, exchange differences and other
Change in opening balance 3
Balance as at 1.1.2008
Allocation of profit from
previous year
3. The column "change in opening balance" includes the riclassification of the portion of the translation reserve associated with foreign net investments (subsidiaries, associates and joint ventures). Therefore also "Shareholders'
equity as at 09.30.2008" is modified. The figures in column "Balance as at 12.31.2007" are different from those published due to completion of PPA (Purchase Price Allocation) and the reclassification of investment in Mediobanca
SpA from "Available for sale financial assets" to "Investments".
Changes in reserves
Issue of new shares
Changes during the year
Shareholders’ equity transactions
Acquisition of treasury shares
Distribution of extraordinary dividends
Change in equity instruments
Own share derivatives
Stock options 1
Net Profit or Loss 2008
Shareholders’ equity as at 09.30.2008

CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
96

CONSOLIDATED CASH FLOW STATEMENT (indirect method)
97
RELASEMESTRALE CONSOLIDATA
>> Condensed Consolidated Financial Statements
Consolidated Accounts
September 2009 September 2008
A. OPERATING ACTIVITIES
1. Operations 9,436,364 9,991,468
- profit and loss of the period (+/-) 1,330,885 3,506,633
- capital gains/losses on financial assets/liabilities held for trading and
on assets/liabilities designated at fair value through profit and loss (+/-) 29,281 445,353
- capital gains/losses on hedging operations (+/-) - 22,150 - 19,471
- net write-offs/write-backs due to impairment (+/-) 5,953,251 3,140,076
- net write-offs/write-backs on tangible and intangible assets (+/-) 1,099,376 1,128,969
- provisions and other incomes/expenses (+/-) 893,808 623,745
- not paid tax (+/-) 423,002 1,262,884
- other adjustments (+/-) - 271,089 - 96,721
2. Liquidity generated/absorbed by financial assets 81,082,642 - 34,204,238
- financial assets held for trading 59,297,243 30,510,175
- financial assets at fair value 1,090,999 - 721,905
- available-for-sale financial assets - 5,922,243 - 4,156,671
- loans and receivables with banks - 16,575,265 - 12,560,952
- loans and receivables with customers 40,906,687 - 45,967,799
- other assets 2,285,221 - 1,307,086
3. Liquidity generated/absorbed by financial liabilities - 96,871,717 27,785,336
- deposits from banks - 53,161,610 22,052,281
- deposits from customers - 5,189,738 16,502,611
- debt certificates including bonds 4,987,869 - 11,967,489
- financial liabilities held for trading - 36,673,147 5,154,585
- financial liabilities designated at fair value - 12,407 - 123,695
- other liabilities - 6,822,684 - 3,832,957
Net liquidity generated/absorbed by operating activities - 6,352,711 3,572,566
B. INVESTMENT ACTIVITIES
1. Net Liquidity by: 2,404,338 - 5,105,058
- equity investments 64,241 - 4,849
- collected dividends on equity investments 75,010 134,120
- financial assets held to maturity 3,128,662 - 2,176,160
- tangible assets - 966,265 - 388,809
- intangible assets - 198,645 - 1,839,635
- sales/purchases of subsidiaries and divisions 301,335 - 829,725
Net liquidity generated/absorbed by investment activities 2,404,338 - 5,105,058
C. FUNDING ACTIVITIES
- issue/purchase of treasury shares 2,839,216 - 511,332
- distribution of dividends and other scopes - 7,067 - 3,443,413
Net liquidity generated/absorbed by funding activities 2,832,149 - 3,954,745
NET LIQUIDITY GENERATED/ABSORBED DURING THE YEAR - 1,116,224 - 5,487,237
LEGENDA: (+) generated ; (-) absorbed
RICONCILIATION Settembre 2009 Settembre 2008
Cash and cash equivalents at the beginning of the year 7,652,446 11,072,942
Net liquidity generated/absorbed during the year - 1,116,224 - 5,487,237
Cash and cash equivalents: effect of exchange rate variations - 94,339 34,955
Cash and cash equivalents at the end of the year 6,441,883 5,620,660
Note:
First nine months 2008 figures are differnt from those published due to PPA (Purchase Price Allocation).

99
Explanatory Notes
>> Condensed Consolidated Financial Statements
Explanatory Notes
Part A) Accounting Policies…………………………………………………………… 101
Part B) Consolidated Balance Sheet………………………………………………… 137
Part C) Consolidated Profit and Loss Account…………………………………….. 153
Part D) Segment Reporting…………………………………………………………… 163
Part E) Risks and Hedging Policies…………………………………………………. 169
Part F) Consolidated Shareholders’ equity…………………………………………. 221
Part H) Related-Party Transactions………………………………………………… 229
Part I) Share-Based Payments……………………………………………………… 237
Important note:
Since this is a condensed financial report, unlike the annual report it does not provide certain information within the above-listed sections or the
information relating to Part G) Business Combinations.

100

101
>> Condensed Consolidated Financial Statements
Explanatory Notes
Part A) Accounting Policies
Part A) Accounting Policies.......................................................................................................... 102
A1) General................................................................................................................................... 102
Section 1 – Statement of Compliance with IFRS ....................................................................... 102
Section 2 – Preparation Criteria ................................................................................................. 102
Section 3 – Consolidation Scope and Procedures..................................................................... 104
Section 4 – Subsequent Events................................................................................................. 134
Section 5 – Other Matters .......................................................................................................... 134
A2) The Main Items of the Accounts............................................................................................. 135
A3) Reclassified Financial Assets................................................................................................. 135

Part A) Accounting Policies
A1) General
Section 1 – Statement of Compliance with IFRS
These Consolidated Financial Statements as at September 30, 2009 have been prepared in accordance with § 154-ter 5 TUF
(Legislative Decree 58/98 of February 24, 1998) and the IFRS issued by the IASB (including the interpretation documents
issued by the SIC and the IFRIC) and endorsed by the European Commission up to September 30, 2009, pursuant to EU
Regulation 1606/2002.
The contents of these Consolidated Financial Statements are in line with IAS 34 on interim reporting. In accordance with §10
IAS 34, UniCredit has opted to provide condensed financial statements.
These Condensed Consolidated Financial Statements are subject to limited review by the external auditor KPMG S.p.A.
Section 2 – Preparation Criteria
As mentioned above, these Consolidated Financial Statements have been prepared in accordance with the IFRS endorsed
by the European Commission. The following documents were used to interpret and support the application of IFRS (albeit not
endorsed by the EC):
� Framework for the Preparation and Presentation of Financial Statements issued by the IASB in 2001
� Implementation Guidance, Basis for Conclusions, IFRIC and any other documents prepared by the IASB or IFRIC
(International Financial Reporting Interpretations Committee) supplementing IFRS
� Interpretative documents on the application of IFRS in Italy prepared by the Organismo Italiano di Contabilità (OIC)
and Associazione Bancaria Italiana (ABI).
The Consolidated Interim Report as at September 30, 2009 comprises the balance sheet, the profit and loss account, the
comprehensive income statement, the statement of changes in equity, the cash-flow statement (compiled using the indirect
method), explanatory notes and annexes.
These are in line with Banca d’Italia schedules as prescribed by Circular 262 dated December 22, 2005, in that they give
comparative figures, as at December 31, 2008 for the balance sheet and as at September 30, 2008 for the profit and loss
account, the statement of comprehensive income, the statement of changes in equity and the cash-flow statement.
In addition to the detailed information prescribed by IAS 34, which is presented according to the accounting schedules, the
explanatory notes contain further information requested by Consob and information considered to be useful for the purposes
of making a proper disclosure of the consolidated situation. As required by Consob notice 6064293 dated July 28, 2006, the
annexes include a reconciliation of the compulsory accounts schedules to the reclassified tables.
Additionally EC regulation 1274/2008 has transposed the new version of IAS 1 “Presentation of financial statements”, which is
applicable to the first financial year starting after December 31, 2008.
More specifically IAS 1 requires to present a Comprehensive Income statement. This statement is included in the
consolidated accounts and, starting from profit (loss) for the period, presents items of income and expense which were not
recognised in the net profit or loss, in compliance with international financial reporting standards.
These items are changes in evaluation for the period contra valuation reserves (after tax) and relate to: available-for-sale
financial assets; property, plant and equipment; intangible assets; hedges of foreign investments; cash-flow hedges;
exchange differences; actuarial gains (losses) on employee defined-benefit plans.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
102

103
>> Condensed Consolidated Financial Statements
Part A) – Accounting Policies
They also include reclassification adjustments, i.e. amounts reclassified in profit or loss for the period, which were recognised
in other comprehensive income in the current or previous periods.
The above mentioned changes in evaluation are indicated separately if they refer to non-current assets classified as held for
sale.
IAS 34, as amended, requires that the new statement of comprehensive income be published starting from the 2009 interim
report.
Figures in the schedules and explanatory notes are in € thousands.
Figures as at September 30, 2008 have been restated to account for the effects of the finalisation of Purchase Price
Allocation following the former Capitalia Group business combination.
The Group was first consolidated in our 2007 financial statements pursuant to IFRS 3, the purchase price being allocated to
the fair values of assets acquired and liabilities and contingent liabilities assumed. Under IFRS 3 initial recognition of the
business combination as at September 30, 2008, as well as in the 2007 consolidated accounts was determined provisionally.
Complete allocation of the purchase price was achieved within the term of 12 months prescribed by IFRS 3.
Subsequent changes to the fair value of assets acquired and liabilities and contingent liabilities assumed recognized
previously have caused the balance sheet and income statement values of the former Capitalia Group, at September 30,
2008 given in the comparative column to be adjusted.
These Accounts were compiled on the assumption that they should present a continuing business. At present there is no
uncertainty as to the Company’s ability to continue its business operations as envisaged by IAS 1. Measurement criteria are
therefore in accordance with this assumption and with the principles of competence, relevance and materiality in financial
statements and the priority of economic substance over juridical form. These principles are unchanged from 2008.
Risk and uncertainty due to use of estimated figures
The IFRSs require that management provide valuations, estimates and projections with a bearing on the application of
accounting principles and the carrying amount of assets, liabilities, expenses and revenue. Estimates and related projections
based on experience and other factors judged to be reasonably included were used to estimate the carrying value of assets
and liabilities not readily obtainable from other sources.
Estimated figures have been used for the recognition of the largest value-based items in the Consolidated Interim Report as
at September 30, 2009 as required by the accounting standards and regulations detailed in Section 2 above. These estimates
are largely based on calculations of future recoverability of the values recognized in the Accounts under the rules contained in
current legislation and were made assuming the continuity of the business, i.e. without considering the possibility of the forced
sale of the items so valued.
The processes adopted support the values recognized at September 30, 2009. Valuation is particularly complex given the
negative macro-economic situation and the consequent difficulty in making performance forecasts, even for the short term, in
relation to the mentioned financial parameters which significantly affect estimates.
The parameters and information used to check the mentioned values were therefore significantly affected by the above
factors, which could change rapidly in ways that cannot currently be foreseen, such that further effects on future balance-
sheet values cannot be ruled out.
Estimates and projections are regularly reviewed. Any changes arising from these reviews are recognized in the period in
which they are carried out, provided that they concern that period. If the reappraisal concerns both current and future periods
it is recognized in both current and future periods as appropriate.

Section 3 – Consolidation Scope and Procedures
Consolidation criteria and principles used to prepare the Consolidated Interim Report as at September 30, 2009 are as
follows:
Accounts Used for Consolidation
The following were used for the consolidation of accounting data as at September 30, 2009:
� Parent company accounts as at September 30, 2009;
� The accounts of the other fully consolidated Group entities as at September 30, except for those noted here, duly
condensed (reclassified) and adjusted to take into account the requirements of consolidation and, where necessary, to
bring them into line with IFRS;
� In respect of the Leasing sub-group headed by UniCredit Leasing S.p.A. (a company resulting from the absorption of
UniCredit Global Leasing S.p.A. by Locat S.p.A. on January 1, 2009):
- the sub-consolidated accounts of UniCredit Leasing GmbH (including its subsidiaries) as at September 30;
- the half-year accounts of all the direct and indirect subsidiaries UniCredit Leasing S.p.A. operating in the CEE
region;
SIC 12 requires us to consolidate special purpose entities provided that the majority of the risks and rewards arising out of the
business of these special purpose entities is attributable to the bank or the bank controls these special purpose entities. An
interest in the equity capital of the special purpose entities is immaterial in this regard.
Under initial consolidation compliant with SIC 12, the assets and liabilities of the special purpose entity are included at the
balance sheet date measured at their fair value. The uniform principles of accounting and valuation used across the corporate
group are then applicable. The expenses and income of the special purpose entity in question have been included in the
consolidated income statement from the date of initial consolidation. Thus the consolidation of special purpose entities in
accordance with SIC 12 has the same effect as full consolidation. Equity interests held by third parties in a special purpose
entity consolidated by the Bank in accordance with SIC 12 are recognised under minority interest.
Amounts denominated in currencies other than the euro are converted at closing exchange rates in respect of the balance
sheet. The average exchange rate for the half year is used for the income statement; this is considered a valid approximation
of the rate of exchange at the date of the transaction.
SUBSIDIARIES
Subsidiaries are companies in which:
� The Parent owns, directly or indirectly through subsidiaries, more than half of the voting power unless, in exceptional
circumstances, it can be clearly demonstrated that such ownership does not constitute control.
� The Parent owns half or less of the voting power and has:
o power over more than half of the voting rights by virtue of an agreement with other investors;
o power to govern the financial and operating policies of the entity under a statute or an agreement;
o power to appoint or remove the majority of the members of the board of directors or equivalent governing body and
control of the entity is by that board or body;
o power to cast the majority of votes at meetings of the board of directors or equivalent governing body and control of
the entity is by that board or body.
These definitions include special purpose entities as required by SIC 12.
The existence and effect of potential voting rights that are currently exercisable or convertible, are considered when
assessing whether an entity has the power to govern the financial and operating policies of another entity.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
104

105
>> Condensed Consolidated Financial Statements
Part A) – Accounting Policies
The carrying amount of an investment in a fully or proportionately consolidated entity held by the Parent or another Group
company is eliminated against the recognition of the subsidiary’s assets and liabilities as well as the Group’s portion of equity
of the subsidiary.
Intercompany balances, transactions, income and expenses are eliminated in full or proportionately, in accordance with the
adopted consolidation procedures.
A subsidiary’s income and expenses are included in consolidation from the date the Parent acquires control. On disposal of a
subsidiary, its income and expenses are consolidated up to the date of disposal, i.e., when the Parent ceases to control the
subsidiary. The difference between the proceeds from the disposal of the subsidiary and the carrying amount of its net assets
is recognised in item 270 “Gains (Losses) on disposal of investments” in profit and loss.
Minority interests are recognised in the consolidated balance sheet item 210 “Minorities” separately from liabilities and Parent
shareholders’ equity.
Minority interests in the profit or loss of the Group are separately disclosed under item 330 of the consolidated profit and loss
account.
On first-time consolidation, subsidiaries are measured at fair value as at the acquisition date, i.e. at the cost of obtaining
control of the subsidiary inclusive of ancillary costs.
ASSOCIATES
These are entities over which an investor has significant influence, and which is neither a subsidiary nor an interest in a joint
venture. It is presumed that the investor has significant influence if the investor holds, directly or indirectly, at least 20 per cent
of the voting power of an investee.
Investments in associates are recognised using the equity method. The carrying amount includes goodwill (less any
impairment loss) paid for the acquisition. The investor’s share of the profit and loss of the investee after the date of acquisition
is recognised in item 240 “Profit (Loss) of associates” in profit or loss. Distributions received from an investee reduce the
carrying amount of the investment.
If the investor’s share of an associate’s losses is equal to or more than its carrying amount, no further losses are recognised,
unless the investor has incurred legal or constructive obligations or made payments on behalf of the associate.
Unrealised profits on transactions with associates are eliminated to the extent of the Group’s interest. Unrealised losses are
likewise eliminated, unless the transactions show evidence of impairment of the assets exchanged.
JOINT VENTURES
A joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to
joint control. Joint control exists only when financial and operating decisions relating to the activity require the unanimous
consent of the parties sharing control.
Interests in joint ventures are recognised using proportionate consolidation.
The following table shows the companies included in the scope of consolidation, listed by division, plus the companies valued
with the equity method.

Investments in subsidiaries, companies recognised under proportionate consolidation and
valued at equity
NAME MAIN OFFICE
A.COMPANY
A.1 LINE BY LINE METHOD
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
TYPE
OF OWNERSHIP RELATIONSHIP VOTING
RELATI
ONSHIP
(1)
HELD BY
UNICREDIT SPA ROME CAPOGRUPPO
A&T-PROJEKTENTWICKLUNGS GMBH & CO.
POTSDAMER PLATZ BERLIN KG
ACIS IMMOBILIEN- UND
PROJEKTENTWICKLUNGS GMBH & CO.
OBERBAUM CITY KG
ACIS IMMOBILIEN- UND
PROJEKTENTWICKLUNGS GMBH & CO.
PARKKOLONNADEN KG
ACIS IMMOBILIEN- UND
PROJEKTENTWICKLUNGS GMBH & CO.
STUTTGART KRONPRINZSTRASSE KG
MUNICH 1 GRUNDSTUCKSAKTIENGESELLSCHAF
T AM POTSDAMER PLATZ (HAUS
VATERLAND)
MUNICH 1 SIRIUS IMMOBILIEN- UND
PROJEKTENTWICKLUNGS GMBH
MUNICH 1 A&T-PROJEKTENTWICKLUNGS GMBH
& CO. POTSDAMER PLATZ BERLIN KG
HOLDIN
G %
66,67
106
RIGHTS
(2)
100,00 98,11
.. 98,11
HVB IMMOBILIEN AG 100,00 ..
MUNICH 1 HVB GESELLSCHAFT FUR GEBAUDE
MBH & CO KG
AI BETEILIGUNG GMBH WIEN 1 UNICREDIT CAIB AG 100,00
ALINT 458 GRUNDSTUCKVERWALTUNG
GESELLSCHAFT M.B.H.
BAD
HOMBURG
1 UNICREDIT LEASING S.P.A. 100,00
100,00 98,11
ALLEGRO LEASING GESELLSCHAFT M.B.H. WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
ALLIB LEASING S.R.O. PRAGUE 1 UNICREDIT LEASING S.P.A. 100,00
ALLIB NEKRETNINE D.O.O. ZA POSLOVANJE
NEKRETNINAMA
ZAGREB 1 UNICREDIT LEASING S.P.A. 100,00
ALLIB ROM S.R.L. BUCHAREST 1 UNICREDIT LEASING S.P.A. 100,00
ALMS LEASING GMBH. SALZBURG 1 UNICREDIT LEASING (AUSTRIA) GMBH 95,00
ALPINE CAYMAN ISLANDS LTD. GEORGE
TOWN
1 UNICREDIT BANK AUSTRIA AG 100,00
ALV IMMOBILIEN LEASING GESELLSCHAFT M.B.H. WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 100,00
ANI LEASING IFN S.A. BUCHAREST 1 UNICREDIT GLOBAL LEASING EXPORT
GMBH
ANTARES IMMOBILIEN LEASING GESELLSCHAFT
M.B.H.
10,01
UNICREDIT LEASING S.P.A. 89,99
WIEN 1 UNICREDIT GARAGEN ERRICHTUNG
UND VERWERTUNG GMBH
ARABELLA FINANCE LTD. DUBLIN 4 BAYERISCHE HYPO- UND
VEREINSBANK AG
ARANY PENZUGYI LIZING ZRT. BUDAPEST 1 UNICREDIT BANK HUNGARY ZRT. 100,00
ARGENTAURUS IMMOBILIEN-VERMIETUNGS-
UND VERWALTUNGS GMBH
ARNO GRUNDSTUCKSVERWALTUNGS
GESELLSCHAFT M.B.H.
99,80 100,00
100,00
MUNICH 1 HVB PROJEKT GMBH 100,00
WIEN 1 GALA GRUNDSTUCKVERWALTUNG
GESELLSCHAFT M.B.H.
(3)
99,80 100,00
ARRONDA IMMOBILIENVERWALTUNGS GMBH MUNICH 1 HVB PROJEKT GMBH 100,00 90,00
ARTIST MARKETING ENTERTAINMENT GMBH WIEN 1 MY BETEILIGUNGS GMBH 100,00
AS UNICREDIT BANK RIGA 1 UNICREDIT BANK AUSTRIA AG 100,00
ASPRA FINANCE SPA MILAN 1 UNICREDIT SPA 100,00
ASSET MANAGEMENT GMBH WIEN 1 UNICREDIT BANK AUSTRIA AG 100,00
ATF BANK KYRGYZSTAN OJSC BISHKEK 1 JSC ATF BANK 95,84 94,18
ATF CAPITAL B.V. ROTTERDAM 1 JSC ATF BANK 100,00
ATLANTERRA IMMOBILIENVERWALTUNGS GMBH MUNICH 1 HVB PROJEKT GMBH 100,00 90,00
AUFBAU DRESDEN GMBH MUNICH 1 HVB PROJEKT GMBH 100,00

NAME MAIN OFFICE
107
>> Condensed Consolidated Financial Statements
Part A) – Accounting Policies
TYPE
OF OWNERSHIP RELATIONSHIP VOTING
RELATI
ONSHIP
(1)
HELD BY
AUSTRIA LEASING GMBH WIEN 1 BETEILIGUNGSVERWALTUNGSGESELL
SCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GMBH
AUTOGYOR INGATLANHASZNOSITO KORLATOLT
FELELOSSEGU TARSASAG
GALA GRUNDSTUCKVERWALTUNG
GESELLSCHAFT M.B.H.
HOLDIN
G %
0,40
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
AWT HANDELS GESELLSCHAFT M.B.H. WIEN 1 AWT INTERNATIONAL TRADE AG 100,00
AWT INTERNATIONAL TRADE AG WIEN 1 UNICREDIT BANK AUSTRIA AG 100,00
BA CA LEASING (DEUTSCHLAND) GMBH BAD
HOMBURG
1 UNICREDIT LEASING S.P.A. 94,90
RIGHTS
(2)
99,40 99,60
BA CA SECUND LEASING GMBH WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
BA CREDITANSTALT BULUS EOOD SOFIA 1 UNICREDIT LEASING S.P.A. 100,00
BA EUROLEASE BETEILIGUNGSGESELLSCHAFT
M.B.H.
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 100,00
BA- ALPINE HOLDINGS, INC. WILMINGTON 1 ALPINE CAYMAN ISLANDS LTD. 100,00
BA-CA ANDANTE LEASING GMBH WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 100,00
BA-CA CONSTRUCTION LEASING OOO SAN
PETERSBURG
BA-CA FINANCE (CAYMAN) II LIMITED GEORGE
TOWN
BA-CA FINANCE (CAYMAN) LIMITED GEORGE
TOWN
BA-CA INFRASTRUCTURE FINANCE ADVISORY
GMBH
1 RSB ANLAGENVERMIETUNG
GESELLSCHAFT M.B.H.
100,00
1 ALPINE CAYMAN ISLANDS LTD. 100,00
1 ALPINE CAYMAN ISLANDS LTD. 100,00
WIEN 1 ZETA FUNF HANDELS GMBH 100,00
BA-CA LEASING DREI GARAGEN GMBH WIEN 1 BETEILIGUNGSVERWALTUNGSGESELL
SCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GMBH
BA-CA LEASING MAR IMMOBILIEN LEASING
GMBH
99,80
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
BA-CA LEASING MODERATO D.O.O. LJUBLJANA 1 UNICREDIT LEASING S.P.A. 100,00
BA-CA LEASING POLO, LEASING D.O.O. LJUBLJANA 1 UNICREDIT LEASING S.P.A. 100,00
BA-CA LEASING VERSICHERUNGSSERVICE
GMBH
BA-CA MARKETS & INVESTMENT BETEILIGUNG
GMBH
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 100,00 ..
WIEN 1 UNICREDIT BANK AUSTRIA AG 100,00
BA-CA PRESTO LEASING GMBH WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
BA-CA WIEN MITTE HOLDING GMBH WIEN 1 UNICREDIT BANK AUSTRIA AG 100,00
BA-CREDITANSTALT LEASING ANGLA SP. Z O.O. WARSAW 1 UNICREDIT LEASING S.P.A. 100,00
BA-CREDITANSTALT LEASING DELTA SP. Z O.O. WARSAW 1 BETEILIGUNGSVERWALTUNGSGESELL
SCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GMBH
25,00
UNICREDIT LEASING (AUSTRIA) GMBH 75,00
BA/CA-LEASING BETEILIGUNGEN GMBH WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 100,00
BA/CA-LEASING FINANZIERUNG GMBH WIEN 1 BA EUROLEASE
BETEILIGUNGSGESELLSCHAFT M.B.H.
BAC FIDUCIARIA SPA DOGANA 1 BANCA AGRICOLA COMMERCIALE
DELLA R.S.M. S.P.A.
BACA BARBUS LEASING DOO LJUBLJANA 1 UNICREDIT LEASING S.P.A. 100,00
BACA CENA IMMOBILIEN LEASING GMBH WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
BACA CHEOPS LEASING GMBH WIEN 1 GALA GRUNDSTUCKVERWALTUNG
GESELLSCHAFT M.B.H.
100,00
100,00
99,80 100,00
BACA HYDRA LEASING GESELLSCHAFT M.B.H. WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
BACA KOMMUNALLEASING GMBH WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 100,00
BACA LEASING ALFA S.R.O. PRAGUE 1 UNICREDIT LEASING S.P.A. 100,00

NAME MAIN OFFICE
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
TYPE
OF OWNERSHIP RELATIONSHIP VOTING
RELATI
ONSHIP
(1)
HELD BY
HOLDIN
G %
BACA LEASING CARMEN GMBH WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
BACA LEASING GAMA S.R.O. PRAGUE 1 UNICREDIT LEASING S.P.A. 100,00
BACA LEASING UND
BETEILGUNGSMANAGEMENT GMBH (EX CALG
434 GRUNDSTUCKVER
108
RIGHTS
(2)
WIEN 1 CALG IMMOBILIEN LEASING GMBH 98,80 99,00
UNICREDIT LEASING (AUSTRIA) GMBH 1,00
BACA MINERVA LEASING GMBH WIEN 1 UNICREDIT LEASING S.P.A. 100,00
BACA MINOS LEASING GMBH WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
BACA NEKRETNINE DOO BANJA LUKA 1 UNICREDIT LEASING S.P.A. 100,00
BACA ROMUS IFN S.A. BUCHAREST 1 UNICREDIT GLOBAL LEASING EXPORT
GMBH
BACA-LEASING AQUILA INGATLANHASNOSITO
KORLATOLT FELELOSSEGU TARSASAG
BACA-LEASING GEMINI INGATLANHASZNOSITO
KORLATOLT FELELOSSEGU TARSASAG
BACA-LEASING HERKULES
INGATLANHASZNOSITO KORLATOLT
FELELOSSEGU TARSASA
BACA-LEASING MIDAS INGATLANHASZNOSITO
KORLATOLT FELELOSSEGU TARSASAG
BACA-LEASING NERO INGATLANHASZNOSITO
KORLATOLT FELELOSSEGU TARSASAG
BACA-LEASING OMIKRON INGATLANHASZNOSTO
KORLATOLT FELELOSSEGU TARSASAG
BACA-LEASING URSUS INGATLANHASZNOSITO
KORLATOLT FELELOSSEGU TARSASAG
BACAL ALPHA DOO ZA POSLOVANJE
NEKRETNINAMA
BACAL BETA NEKRETNINE D.O.O. ZA
POSLOVANJE NEKRETNINAMA
10,01
UNICREDIT LEASING S.P.A. 89,99
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
BUDAPEST 1 UNICREDIT LEASING (AUSTRIA) GMBH 100,00
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
ZAGREB 1 UNICREDIT LEASING S.P.A. 100,00
ZAGREB 1 UNICREDIT LEASING S.P.A. 100,00
BAL CARINA IMMOBILIEN LEASING GMBH WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
BAL DEMETER IMMOBILIEN LEASING GMBH WIEN 1 UNICREDIT GARAGEN ERRICHTUNG
UND VERWERTUNG GMBH
99,80 100,00
BAL HESTIA IMMOBILIEN LEASING GMBH WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
BAL HORUS IMMOBILIEN LEASING GMBH WIEN 1 CALG DELTA
GRUNDSTUCKVERWALTUNG GMBH
BAL HYPNOS IMMOBILIEN LEASING GMBH WIEN 1 CALG DELTA
GRUNDSTUCKVERWALTUNG GMBH
BAL LETO IMMOBILIEN LEASING GMBH WIEN 1 UNICREDIT GARAGEN ERRICHTUNG
UND VERWERTUNG GMBH
BAL OSIRIS IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80
99,80 100,00
99,80 100,00
99,80 100,00
BAL PAN IMMOBILIEN LEASING GMBH WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
BAL SOBEK IMMOBILIEN LEASING GMBH WIEN 1 UNICREDIT GARAGEN ERRICHTUNG
UND VERWERTUNG GMBH
BALEA SOFT GMBH & CO. KG HAMBURGO 1 UNICREDIT LEASING GMBH 100,00
BALEA SOFT VERWALTUNGSGESELLSCHAFT
MBH
BANCA AGRICOLA COMMERCIALE DELLA R.S.M.
S.P.A.
HAMBURGO 1 UNICREDIT LEASING GMBH 100,00
BORGO
MAGGIORE
1 UNICREDIT PRIVATE BANKING SPA 85,35
BANCO DI SICILIA SPA PALERMO 1 UNICREDIT SPA 100,00
BANK AUSTRIA CREDITANSTALT LEASING
IMMOBILIENANLAGEN GMBH
BANK AUSTRIA GLOBAL INFORMATION
SERVICES GMBH
WIEN 1 GALA GRUNDSTUCKVERWALTUNG
GESELLSCHAFT M.B.H.
WIEN 1 INFORMATIONS-TECHNOLOGIE
AUSTRIA GMBH
99,80 100,00
99,80 100,00
20,00
UNICREDIT BANK AUSTRIA AG 80,00

NAME MAIN OFFICE
BANK AUSTRIA HUNGARIA BETA LEASING
KORLATOLT FELELOSSEGU TSRSASAG
BANK AUSTRIA LEASING ARGO IMMOBILIEN
LEASING GMBH
BANK AUSTRIA LEASING HERA IMMOBILIEN
LEASING GMBH
BANK AUSTRIA LEASING IKARUS IMMOBILIEN
LEASING GESELLSCHAFT M.B.H.
BANK AUSTRIA LEASING MEDEA IMMOBILIEN
LEASING GMBH
109
>> Condensed Consolidated Financial Statements
Part A) – Accounting Policies
TYPE
OF OWNERSHIP RELATIONSHIP VOTING
RELATI
ONSHIP
(1)
HELD BY
HOLDIN
G %
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
WIEN 1 UNICREDIT GARAGEN ERRICHTUNG
UND VERWERTUNG GMBH
WIEN 1 UNICREDIT GARAGEN ERRICHTUNG
UND VERWERTUNG GMBH
RIGHTS
(2)
99,80 100,00
99,80 100,00
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
BANK AUSTRIA REAL INVEST GMBH WIEN 1 UNICREDIT BANK AUSTRIA AG 94,95
BANK AUSTRIA TRADE SERVICES
GESELLSCHAFT M.B.H.
WIEN 1 UNICREDIT BANK AUSTRIA AG 100,00
BANK AUSTRIA WOHNBAUBANK AG WIEN 1 UNICREDIT BANK AUSTRIA AG 100,00
BANK PEKAO SA WARSAW 1 UNICREDIT SPA 59,27
BANKHAUS NEELMEYER AG BREMA 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
BANKING TRANSACTION SERVICES S.R.O. PRAGUE 1 UNICREDIT BUSINESS PARTNER
SOCIETA' CONSORTILE PER AZIONI
BANKPRIVAT AG WIEN 1 UNICREDIT BANK AUSTRIA AG 100,00
BARODA PIONEER ASSET MANAGEMENT
COMPANY LTD
BAULANDENTWICKLUNG GDST 1682/8 GMBH &
CO OEG
MUMBAI 1 PIONEER GLOBAL ASSET
MANAGEMENT SPA
100,00
100,00
51,00
WIEN 1 CALG ANLAGEN LEASING GMBH 1,00
CALG IMMOBILIEN LEASING GMBH 99,00
BAVARIA UNIVERSAL FUNDING CORP.(BUFCO) DELAWARE 4 BAYERISCHE HYPO- UND
VEREINSBANK AG
BAYERISCHE HYPO- UND VEREINSBANK AG MUNICH 1 UNICREDIT SPA 100,00
BDK CONSULTING LUCK 1 OPEN JOINT STOCK COMPANY
UNICREDIT BANK
BDR ROMA PRIMA IRELAND LTD DUBLIN 1 UNICREDIT SPA 99,90
BETEILIGUNGS-UND HANDELSGESELLSCHAFT IN
HAMBURG MIT BESCHRANKTER HAFTUNG
BETEILIGUNGSVERWALTUNGSGESELLSCHAFT
DER BANK AUSTRIA CREDITANSTALT LEASING
GMBH
HAMBURGO 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
100,00
100,00
100,00
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 100,00
BLACK FOREST FUNDING CORP. DELAWARE 4 BAYERISCHE HYPO- UND
VEREINSBANK AG
BLUE CAPITAL EQUITY GMBH HAMBURGO 1 WEALTHCAP INITIATOREN GMBH 100,00
BLUE CAPITAL EQUITY MANAGEMENT GMBH HAMBURGO 1 BLUE CAPITAL EQUITY GMBH 100,00
BLUE CAPITAL EUROPA IMMOBILIEN GMBH & CO.
ACHTE OBJEKTE GROBRITANNIEN KG
100,00
HAMBURGO 1 BLUE CAPITAL FONDS GMBH 90,91
WEALTHCAP
INVESTORENBETREUUNG GMBH
BLUE CAPITAL FONDS GMBH HAMBURGO 1 WEALTHCAP INITIATOREN GMBH 100,00
BLUE CAPITAL USA IMMOBILIEN VERWALTUNGS
GMBH
BORDER LEASING
GRUNDSTUCKSVERWALTUNGS-
GESELLSCHAFTM.B.H.
9,09
HAMBURGO 1 BLUE CAPITAL FONDS GMBH 100,00
WIEN 1 GALA GRUNDSTUCKVERWALTUNG
GESELLSCHAFT M.B.H.
BOX 2004 S.P.A. ROME 1 UNICREDIT SPA 100,00
BREAKEVEN SRL VERONA 1 UNICREDIT CREDIT MANAGEMENT
BANK SPA
BREWO GRUNDSTUCKSVERWALTUNGS-
GESELLSCHAFT M.B.H.
WIEN 1 GALA GRUNDSTUCKVERWALTUNG
GESELLSCHAFT M.B.H.
BULBANK AUTO LEASING EOOD SOFIA 1 BULBANK LEASING EAD 100,00
BULBANK LEASING EAD SOFIA 1 UNICREDIT BULBANK AD 49,00
(3)
(3)
99,80 100,00
100,00
UNICREDIT LEASING S.P.A. 51,00
99,80 100,00

NAME MAIN OFFICE
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
TYPE
OF OWNERSHIP RELATIONSHIP VOTING
RELATI
ONSHIP
(1)
HELD BY
CA IB INVEST D.O.O ZAGREB 1 PIONEER GLOBAL ASSET
MANAGEMENT SPA
HOLDIN
G %
CA IB SECURITIES (UKRAINE) AT KIEV 1 UNICREDIT CAIB AG 100,00
CA-LEASING ALPHA INGATLANHASZNOSITO
KORLATOLT FELELOSSEGU TARSASAG
CA-LEASING BETA 2 INGATLANHASZNOSITO
KORLATOLT FELELOSSEGU TARSASAG
CA-LEASING DELTA INGATLANHASZNOSITO
KORLATOLT FELELOSSEGU TARSASAG
CA-LEASING EPSILON INGATLANHASZNOSITO
KORLATOLT FELELOSSEGU TARSASAG
100,00
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
CA-LEASING EURO, S.R.O. PRAGUE 1 UNICREDIT LEASING S.P.A. 100,00
CA-LEASING KAPPA INGATLANHASZNOSITO
KORLATOLT FELELOSSEGU TARSASAG
CA-LEASING LAMBDA INGATLANHASZNOSITO
KORLATOLT FELELOSSEGU TARSASAG
CA-LEASING OMEGA INGATLANHASZNOSITO
KORLATOLT FELELOSSEGU TARSASAG
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
CA-LEASING OVUS S.R.O. PRAGUE 1 UNICREDIT LEASING S.P.A. 100,00
CA-LEASING PRAHA S.R.O. PRAGUE 1 UNICREDIT LEASING S.P.A. 100,00
CA-LEASING SENIOREN PARK GMBH WIEN 1 BETEILIGUNGSVERWALTUNGSGESELL
SCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GMBH
CA-LEASING TERRA POSLOVANJE Z
NEPREMICNINAMI D.O.O.
CA-LEASING YPSILON INGATLANHASZNOSITO
KORLATOLT FELELOSSEGU TARSASAG
CA-LEASING ZETA INGATLANHASZNOSITO
KORLATOLT FELELOSSEGU TARSASAG
LJUBLJANA 1 UNICREDIT LEASING S.P.A. 100,00
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
CABET-HOLDING-AKTIENGESELLSCHAFT WIEN 1 UNICREDIT BANK AUSTRIA AG 100,00
CABO BETEILIGUNGSGESELLSCHAFT M.B.H. WIEN 1 CABET-HOLDING-
AKTIENGESELLSCHAFT
CAC REAL ESTATE, S.R.O. PRAGUE 1 UNICREDIT LEASING S.P.A. 100,00
CAC-IMMO SRO CESKE
BUDEJOVICE
CAL-PAPIER INGATLANHASZNOSITO KORLATOLT
FELELOSSEGU TARSASAG
110
RIGHTS
(2)
99,80 100,00
100,00
1 UNICREDIT LEASING (AUSTRIA) GMBH ..
UNICREDIT LEASING S.P.A. 100,00
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
CALG 307 MOBILIEN LEASING GMBH WIEN 1 BETEILIGUNGSVERWALTUNGSGESELL
SCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GMBH
UNICREDIT LEASING (AUSTRIA) GMBH 1,00
CALG 443 GRUNDSTUCKVERWALTUNG GMBH WIEN 1 BETEILIGUNGSVERWALTUNGSGESELL
SCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GMBH
CALG IMMOBILIEN LEASING GMBH 1,00
CALG 451 GRUNDSTUCKVERWALTUNG GMBH WIEN 1 CALG DELTA
GRUNDSTUCKVERWALTUNG GMBH
CALG ALPHA GRUNDSTUCKVERWALTUNG GMBH WIEN 1 CALG DELTA
GRUNDSTUCKVERWALTUNG GMBH
98,80 99,00
98,80 99,00
99,80 100,00
99,80 100,00
CALG ANLAGEN LEASING GMBH WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
CALG ANLAGEN LEASING GMBH & CO
GRUNDSTUCKVERMIETUNG UND -VERWALTUNG
KG
MUNICH 1 CALG ANLAGEN LEASING GMBH 99,90 100,00
CALG DELTA GRUNDSTUCKVERWALTUNG GMBH WIEN 1 CALG ANLAGEN LEASING GMBH 99,80 100,00
CALG GAMMA GRUNDSTUCKVERWALTUNG
GMBH
WIEN 1 CALG IMMOBILIEN LEASING GMBH 99,80 100,00

NAME MAIN OFFICE
111
>> Condensed Consolidated Financial Statements
Part A) – Accounting Policies
TYPE
OF OWNERSHIP RELATIONSHIP VOTING
RELATI
ONSHIP
(1)
HELD BY
HOLDIN
G %
CALG GRUNDSTUCKVERWALTUNG GMBH WIEN 1 CALG IMMOBILIEN LEASING GMBH 74,80 75,00
CALG HOTELGRUNDSTUCKVERWALTUNG
GRUNDUNG 1986 GMBH
UNICREDIT LEASING (AUSTRIA) GMBH 25,00
WIEN 1 UNICREDIT LEASING S.P.A. 100,00
CALG IMMOBILIEN LEASING GMBH WIEN 1 CALG ANLAGEN LEASING GMBH 99,80 100,00
CALG IMMOBILIEN LEASING GMBH & CO 1050
WIEN, SIEBENBRUNNENGASSE 10-21 OG
CALG IMMOBILIEN LEASING GMBH & CO 1120
WIEN, SCHONBRUNNER SCHLOSS-STRASSE 38-
42 OG
CALG IMMOBILIEN LEASING GMBH & CO
PROJEKT ACHT OG
CALG IMMOBILIEN LEASING GMBH & CO
PROJEKT FUNF OG
CALG IMMOBILIEN LEASING GMBH & CO
PROJEKT VIER OG
CALG IMMOBILIEN LEASING GMBH & CO
PROJEKT ZEHN OG
RIGHTS
(2)
WIEN 1 CALG IMMOBILIEN LEASING GMBH 99,80 100,00
WIEN 1 CALG IMMOBILIEN LEASING GMBH 99,80 100,00
WIEN 1 CALG IMMOBILIEN LEASING GMBH 99,80 100,00
WIEN 1 CALG IMMOBILIEN LEASING GMBH 99,80 100,00
WIEN 1 CALG IMMOBILIEN LEASING GMBH 99,80 100,00
WIEN 1 CALG IMMOBILIEN LEASING GMBH 99,80 100,00
CALG MINAL GRUNDSTUCKVERWALTUNG GMBH WIEN 1 CALG ANLAGEN LEASING GMBH 99,80 100,00
CARD COMPLETE SERVICE BANK AG WIEN 1 UNICREDIT BANK AUSTRIA AG 50,10
CDM CENTRALNY DOM MAKLERSKI PEKAO SA WARSAW 1 BANK PEKAO SA 100,00
CENTAR KAPTOL DOO ZAGREB 1 ZAGREBACKA BANKA DD 100,00
CENTRUM KART SA WARSAW 1 BANK PEKAO SA 100,00
CHARADE LEASING GESELLSCHAFT M.B.H. WIEN 1 BETEILIGUNGSVERWALTUNGSGESELL
SCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GMBH
UNICREDIT LEASING (AUSTRIA) GMBH 25,00
CHEFREN LEASING GMBH WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 100,00
CHRISTOPH REISEGGER GESELLSCHAFT M.B.H. WIEN 1 LASSALLESTRASSE BAU-, PLANUNGS-,
ERRICHTUNGS- UND
VERWERTUNGSGESELLSCHAFT
M.B.H.
CIVITAS IMMOBILIEN LEASING GESELLSCHAFT
M.B.H.
74,80 75,00
100,00
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
CJSC BANK SIBIR OMSK CITY 1 JSC ATF BANK 100,00
CLOSED JOINT-STOCK COMPANY UNICREDIT
SECURITIES
COMMUNA - LEASING
GRUNDSTUCKSVERWALTUNGSGESELLSCHAFT
M.B.H.
MOSCOW 1 AI BETEILIGUNG GMBH 99,50
UNICREDIT SECURITIES
INTERNATIONAL LIMITED
WIEN 1 REAL-LEASE
GRUNDSTUCKSVERWALTUNGS-
GESELLSCHAFT M.B.H.
CONTRA LEASING-GESELLSCHAFT M.B.H. WIEN 1 BETEILIGUNGSVERWALTUNGSGESELL
SCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GMBH
JAUSERN-LEASING GESELLSCHAFT
M.B.H.
CORDUSIO SOCIETA' FIDUCIARIA PER AZIONI MILAN 1 UNICREDIT PRIVATE BANKING SPA 100,00
DAB BANK AG MUNICH 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
DEBO LEASING IFN S.A. BUCHAREST 1 UNICREDIT GLOBAL LEASING EXPORT
GMBH
DELPHA IMMOBILIEN- UND
PROJEKTENTWICKLUNGS GMBH & CO.
GROSSKUGEL BAUABSCHNITT ALPHA
MANAGEMENT KG
0,50
99,80 100,00
74,80 75,00
25,00
77,13
10,01
UNICREDIT LEASING S.P.A. 89,99
MUNICH 1 HVB PROJEKT GMBH 100,00

NAME MAIN OFFICE
DELPHA IMMOBILIEN- UND
PROJEKTENTWICKLUNGS GMBH & CO.
GROSSKUGEL BAUABSCHNITT BETA
MANAGEMENT KG
DELPHA IMMOBILIEN- UND
PROJEKTENTWICKLUNGS GMBH & CO.
GROSSKUGEL BAUABSCHNITT GAMMA
MANAGEMENT KG
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
TYPE
OF OWNERSHIP RELATIONSHIP VOTING
RELATI
ONSHIP
(1)
HELD BY
HOLDIN
G %
MUNICH 1 HVB PROJEKT GMBH 100,00
MUNICH 1 HVB PROJEKT GMBH 100,00
DINERS CLUB CEE HOLDING AG WIEN 1 UNICREDIT BANK AUSTRIA AG 99,80
DINERS CLUB POLSKA SP.Z.O.O. WARSAW 1 DINERS CLUB CEE HOLDING AG 100,00
DIRANA
LIEGENSCHAFTSVERWERTUNGSGESELLSCHAFT
MBH
WIEN 1 UNIVERSALE INTERNATIONAL
REALITATEN GMBH
DIREKTANLAGE.AT AG SALZBURG 1 DAB BANK AG 100,00
DLB LEASING, S.R.O. PRAGUE 1 UNICREDIT LEASING CZ, A.S. 100,00
DLV IMMOBILIEN LEASING GESELLSCHAFT
M.B.H.
100,00
112
RIGHTS
(2)
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
DOMUS BISTRO GMBH WIEN 1 UNICREDIT BANK AUSTRIA AG 100,00
DOMUS CLEAN REINIGUNGS GMBH WIEN 1 UNICREDIT BANK AUSTRIA AG 100,00
DOMUS FACILITY MANAGEMENT GMBH WIEN 1 UNICREDIT BANK AUSTRIA AG 100,00
DRITTE UNIPRO IMMOBILIEN-
PROJEKTIERUNGSGES.M.B.H.
DUODEC Z IMMOBILIEN LEASING GESELLSCHAFT
M.B.H.
BERLIN 1 UNIVERSALE INTERNATIONAL
GESELLSCHAFT M.B.H.
100,00
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
EK MITTELSTANDSFINANZIERUNGS AG WIEN 1 UNICREDIT BANK AUSTRIA AG 98,00
ENDERLEIN & CO. GMBH BIELEFELD 1 PLANETHOME AG 100,00
ENTASI SRL ROME 1 UNICREDIT SPA 100,00
ERSTE UNIPRO IMMOBILIEN-
PROJEKTIERUNGSGESELLSCHAFTM.B.H.
BERLIN 1 UNIVERSALE INTERNATIONAL
GESELLSCHAFT M.B.H.
EURO-IMMOPROFIL MUNCHEN 4 BAYERISCHE HYPO- UND
VEREINSBANK AG
EUROFINANCE 2000 SRL ROME 1 UNICREDIT SPA 100,00
EUROLEASE AMUN IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
EUROLEASE ANUBIS IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
EUROLEASE ISIS IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
EUROLEASE MARDUK IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
EUROLEASE RA IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
EUROLEASE RAMSES IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
EUROLEASE RAMSES IMMOBILIEN LEASING
GESELLSCHAFT M.B.H. & CO OEG
100,00
100,00
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
WIEN 1 UNICREDIT GARAGEN ERRICHTUNG
UND VERWERTUNG GMBH
(3)
99,80 100,00
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
WIEN 1 BA EUROLEASE
BETEILIGUNGSGESELLSCHAFT M.B.H.
UNICREDIT BANK AUSTRIA AG 99,30
EUROPA FACILITY MANAGEMENT LTD. BUDAPEST 1 EUROPA FUND MANAGEMENT
(EUROPA BEFEKTETESI ALAPKEZELO
RT)
EUROPA FUND MANAGEMENT (EUROPA
BEFEKTETESI ALAPKEZELO RT)
EUROVENTURES-AUSTRIA-CA-MANAGEMENT
GESMBH
EXPANDA IMMOBILIEN LEASING GESELLSCHAFT
M.B.H.
PIONEER INVESTMENT FUND
MANAGEMENT LIMITED
BUDAPEST 1 PIONEER INVESTMENT FUND
MANAGEMENT LIMITED
WIEN 1 CABET-HOLDING-
AKTIENGESELLSCHAFT
..
99,60
0,40
100,00
100,00
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00

NAME MAIN OFFICE
113
>> Condensed Consolidated Financial Statements
Part A) – Accounting Policies
TYPE
OF OWNERSHIP RELATIONSHIP VOTING
RELATI
ONSHIP
(1)
HELD BY
HOLDIN
G %
FACTORBANK AKTIENGESELLSCHAFT WIEN 1 UNICREDIT BANK AUSTRIA AG 100,00
FIDES IMMOBILIEN TREUHAND GESELLSCHAFT
M.B.H.
WIEN 1 WOM GRUNDSTUCKSVERWALTUNGS-
GESELLSCHAFT M.B.H.
FINANSE PLC. LONDON 1 BANK PEKAO SA 100,00
100,00
HOLDING SP.Z.O.O. ..
FINECO CREDIT S.P.A. MILAN 1 UNICREDIT FAMILY FINANCING BANK
SPA
FINECO LEASING S.P.A. BRESCIA 1 UNICREDIT SPA 100,00
FINECO PRESTITI S.P.A. MILAN 1 UNICREDIT FAMILY FINANCING BANK
SPA
FINECO VERWALTUNG AG MONACO 1 UNICREDIT SPA 100,00
FINECOBANK SPA MILAN 1 UNICREDIT SPA 100,00
FMC LEASING INGATLANHASZNOSITO
KORLATOLT FELELOSSEGU TARSASAG
100,00
100,00
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
FMZ SAVARIA SZOLGALTATO KFT BUDAPEST 1 UNICREDIT LEASING KFT 75,00
FMZ SIGMA PROJEKTENTWICKLUNGS GMBH WIEN 1 UNICREDIT GARAGEN ERRICHTUNG
UND VERWERTUNG GMBH
FOLIA LEASING GESELLSCHAFT M.B.H. WIEN 1 BETEILIGUNGSVERWALTUNGSGESELL
SCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GMBH
FONDO SIGMA ROME 4 UNICREDIT SPA 100,00
FUGATO LEASING GESELLSCHAFT M.B.H. WIEN 1 BETEILIGUNGSVERWALTUNGSGESELL
SCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GMBH
G.N.E. GLOBAL GRUNDSTUCKSVERWERTUNG
GESELLSCHAFT M.B.H.
GALA GRUNDSTUCKVERWALTUNG
GESELLSCHAFT M.B.H.
GBS
GRUNDSTUCKSVERWALTUNGSGESELLSCHAFT
M.B.H.
GEBAUDELEASING
GRUNDSTUCKSVERWALTUNGSGESELLSCHAFT
M.B.H.
RIGHTS
(2)
99,80 100,00
99,80 100,00
100,00
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
WIEN 1 CALG IMMOBILIEN LEASING GMBH 99,80 100,00
WIEN 1 CALG ANLAGEN LEASING GMBH 99,00 100,00
WIEN 1 BETEILIGUNGSVERWALTUNGSGESELL
SCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GMBH
UNICREDIT LEASING (AUSTRIA) GMBH 1,00
(3)
98,80 100,00
GELDILUX-TS-2005 S.A. LUXEMBURG 4 UNICREDIT LUXEMBOURG S.A. 100,00 (3)
GELDILUX-TS-2007 S.A. LUXEMBURG 4 UNICREDIT LUXEMBOURG S.A. 100,00 (3)
GELDILUX-TS-2008 S.A. LUXEMBURG 4 UNICREDIT LUXEMBOURG S.A. 100,00
GELDILUX-TS-2009 S.A. LUXEMBURG 4 UNICREDIT LUXEMBOURG S.A. 100,00 (3)
GEMEINDELEASING GRUNDSTUCKVERWALTUNG
GESELLSCHAFT M.B.H.
GEMMA VERWALTUNGSGESELLSCHAFT MBH &
CO. VERMIETUNGS KG
GIMMO IMMOBILIEN-VERMIETUNGS- UND
VERWALTUNGS GMBH
GLAMAS BETEILIGUNGSVERWALTUNGS GMBH &
CO ALPHA KEG
GOLF- UND COUNTRY CLUB SEDDINER SEE
IMMOBILIEN GMBH
GROSSKUGEL IMMOBILIEN- UND
PROJEKTENTWICKLUNGS GMBH
WIEN 1 BETEILIGUNGSVERWALTUNGSGESELL
SCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GMBH
MUNICH 4 ORESTOS IMMOBILIEN-
VERWALTUNGS GMBH
CALG IMMOBILIEN LEASING GMBH 37,50
UNICREDIT LEASING (AUSTRIA) GMBH 25,00
MUNICH 1 TERRENO
GRUNDSTUCKSVERWALTUNG GMBH &
CO. ENTWICKLUNGS- UND
FINANZIERUNGSVERMITTLUNGS-KG
(3)
37,30 37,50
100,00 6,00 (3)
100,00
WIEN 1 CALG IMMOBILIEN LEASING GMBH … 33,33
(3)
UNICREDIT LEASING (AUSTRIA) GMBH 99,80 66,67
(3)
BERLIN 1 HVB PROJEKT GMBH 100,00 94,00
MUNICH 1 HVB PROJEKT GMBH 100,00

NAME MAIN OFFICE
GRUNDSTUCKSAKTIENGESELLSCHAFT AM
POTSDAMER PLATZ (HAUS VATERLAND)
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
TYPE
OF OWNERSHIP RELATIONSHIP VOTING
RELATI
ONSHIP
(1)
HELD BY
MUNICH 1 TERRENO
GRUNDSTUCKSVERWALTUNG GMBH &
CO. ENTWICKLUNGS- UND
FINANZIERUNGSVERMITTLUNGS-KG
HOLDIN
G %
GRUNDSTUCKSVERWALTUNG LINZ-MITTE GMBH WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80
GRUNDSTUCKSVERWALTUNGSGESELLSCHAFT
M.B.H. & CO. KG.
BREGENZ 1 UNICREDIT LEASING (AUSTRIA) GMBH 100,00
GRUWA GRUNDBAU UND WASSERBAU GMBH BERLIN 1 UNIVERSALE INTERNATIONAL
REALITATEN GMBH
H.F.S. HYPO-FONDSBETEILIGUNGEN FUR
SACHWERTE GMBH
MUNICH 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
WEALTH MANAGEMENT CAPITAL
HOLDING GMBH
H.F.S. IMMOBILIENFONDS GMBH MUNICH 1 H.F.S. HYPO-FONDSBETEILIGUNGEN
FUR SACHWERTE GMBH
H.F.S. LEASINGFONDS DEUTSCHLAND 7 GMBH &
CO. KG
H.F.S. LEASINGFONDS DEUTSCHLAND 1 GMBH &
CO. KG (IMMOBILIENLEASING)
114
RIGHTS
(2)
100,00 98,24
100,00
10,00
90,00
100,00
MUNICH 4 HVB PROJEKT GMBH 99,92 0,18 (3)
WEALTHCAP REAL ESTATE
MANAGEMENT GMBH
MUNICH 4 HVB IMMOBILIEN AG 99,92 .. (3)
WEALTHCAP REAL ESTATE
MANAGEMENT GMBH
HERKU LEASING GESELLSCHAFT M.B.H. WIEN 1 BETEILIGUNGSVERWALTUNGSGESELL
SCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GMBH
0,08
0,08
UNICREDIT LEASING (AUSTRIA) GMBH 25,00
HOKA LEASING-GESELLSCHAFT M.B.H. WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 25,00
WOM GRUNDSTUCKSVERWALTUNGS-
GESELLSCHAFT M.B.H.
HOLDING SP.Z.O.O. WARSAW 1 BANK PEKAO SA 100,00
HONEU LEASING GESELLSCHAFT M.B.H. WIEN 1 BETEILIGUNGSVERWALTUNGSGESELL
SCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GMBH
74,80 75,00
74,80 75,00
75,00
UNICREDIT LEASING (AUSTRIA) GMBH 25,00
HVB - LEASING PLUTO KFT BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
HVB ALTERNATIVE ADVISORS LLC NEW YORK 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
HVB ASSET MANAGEMENT HOLDING GMBH MUNICH 1 HVB VERWA 4 GMBH 100,00
HVB AUTO LEASING EOOD SOFIA 1 HVB LEASING OOD 100,00
HVB CAPITAL ASIA LIMITED HONG KONG 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
HVB CAPITAL LLC WILMINGTON 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
HVB CAPITAL LLC II WILMINGTON 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
HVB CAPITAL LLC III WILMINGTON 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
HVB CAPITAL LLC VI WILMINGTON 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
HVB CAPITAL LLC VIII WILMINGTON 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
HVB CAPITAL PARTNERS AG MUNICH 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
HVB FIERO LEASING OOD SOFIA 1 UNICREDIT LEASING S.P.A. 100,00
HVB FINANCE LONDON LIMITED LONDON 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
HVB FUNDING TRUST I WILMINGTON 4 BAYERISCHE HYPO- UND
VEREINSBANK AG
HVB FUNDING TRUST II WILMINGTON 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
HVB FUNDING TRUST III WILMINGTON 4 BAYERISCHE HYPO- UND
VEREINSBANK AG
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
(3)
(3)

NAME MAIN OFFICE
115
>> Condensed Consolidated Financial Statements
Part A) – Accounting Policies
TYPE
OF OWNERSHIP RELATIONSHIP VOTING
RELATI
ONSHIP
(1)
HELD BY
HVB FUNDING TRUST VIII WILMINGTON 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
HVB GESELLSCHAFT FUR GEBAUDE MBH & CO
KG
MUNICH 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
HVB GLOBAL ASSETS COMPANY L.P. NEW YORK 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
HVB HONG KONG LIMITED HONG KONG 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
HVB IMMOBILIEN AG MUNICH 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
HVB INVESTMENTS (UK) LIMITED CAYMAN
ISLANDS
1 BAYERISCHE HYPO- UND
VEREINSBANK AG
HVB LEASING CPB D.O.O. SARAJEVO 1 BETEILIGUNGSVERWALTUNGSGESELL
SCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GMBH
HOLDIN
G %
100,00
100,00
4,99
100,00
100,00
100,00
30,00
UNICREDIT LEASING (AUSTRIA) GMBH 70,00
HVB LEASING CZECH REPUBLIC S.R.O. PRAGUE 1 UNICREDIT LEASING S.P.A. 100,00
HVB LEASING MAX INGATLANHASZNOSITO
KORLATOLT FELELOSSEGU TARSASAG
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
HVB LEASING OOD SOFIA 1 UNICREDIT BULBANK AD 10,00
UNICREDIT LEASING (AUSTRIA) GMBH 90,00
HVB LEASING SLOVAKIA S.R.O. BRATISLAVA 1 UNICREDIT LEASING S.P.A. 100,00
HVB PROJEKT GMBH MUNICH 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
6,01
HVB IMMOBILIEN AG 93,99
HVB SUPER LEASING EOOD SOFIA 1 UNICREDIT LEASING S.P.A. 100,00
HVB TECTA GMBH MUNICH 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
6,00
HVB IMMOBILIEN AG 94,00
HVB U.S. FINANCE INC. NEW YORK 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
HVB VERWA 4 GMBH MUNICH 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
HVB VERWA 4.4 GMBH MUNICH 1 HVB VERWA 4 GMBH 100,00
HVB-LEASING AIDA INGATLANHASZNOSITO
KORLATOLT FELELOSSEGU TARSASAG
HVB-LEASING ATLANTIS INGATLANHASZNOSITO
KORLATOLT FELELOSSEGU TARSASAG
HVB-LEASING DANTE INGATLANHASZNOSITO
KORLATOLT FELELOSSEGU TARSASAG
HVB-LEASING FIDELIO INGATLANHASNOSITO
KORLATOLT FELELOSSEGU TARSASAG
HVB-LEASING FORTE INGATLANHASNOSITO
KORLATOLT FELELOSSEGU TARSASAG
100,00
100,00
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
HVB-LEASING GARO KFT BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
HVB-LEASING HAMLET INGATLANHASZNOSITO
KORLATOLT FELELOSSEGU TARSASAG
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
HVB-LEASING JUPITER KFT BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
HVB-LEASING LAMOND INGATLANHASZNOSITO
KFT.
HVB-LEASING MAESTOSO
INGATLANHASZNOSITO KFT.
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
HVB-LEASING NANO KFT BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
HVB-LEASING OTHELLO INGATLANHASNOSITO
KORLATOLT FELELOSSEGU TARSASAG
HVB-LEASING ROCCA INGATLANHASZNOSITO
KORLATOLT FELELOSSEGU TARSASAG
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
RIGHTS
(2)

NAME MAIN OFFICE
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
TYPE
OF OWNERSHIP RELATIONSHIP VOTING
RELATI
ONSHIP
(1)
HELD BY
HOLDIN
G %
HVB-LEASING RUBIN KFT. BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
HVB-LEASING SMARAGD KFT. BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
HVB-LEASING SPORT INGATLANHASZNOSITO
KOLATPOT FEOEOASSEGU TARSASAG
BUDAPEST 1 UNICREDIT LEASING (AUSTRIA) GMBH 100,00
HVB-LEASING ZAFIR KFT. BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
HVZ GMBH & CO. OBJEKT KG MUNICH 1 PORTIA GRUNDSTUCKS-
VERWALTUNGSGESELLSCHAFT MBH &
CO. OBJEKT KG
HYPERION
IMMOBILIENVERMIETUNGSGESELLSCHAFT
M.B.H.
HYPO-BANK VERWALTUNGSZENTRUM GMBH &
CO. KG OBJEKT ARABELLASTRASSE
100,00
WIEN 1 UNICREDIT BANK AUSTRIA AG 100,00
MUNICH 1 HVB GESELLSCHAFT FUR GEBAUDE
MBH & CO KG
HYPOVEREINS IMMOBILIEN EOOD SOFIA 1 UNICREDIT BULBANK AD 100,00
HYPOVEREINSFINANCE N.V. AMSTERDAM 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
I-FABER SPA MILAN 1 UNICREDIT SPA 65,32
IMMOBILIENFONDS UNIVERSALE 4 GBR BERLIN 1 ERSTE UNIPRO IMMOBILIEN-
PROJEKTIERUNGSGESELLSCHAFTM.B
.H.
IMMOBILIENFONDS UNIVERSALE WITTENBERGE
GBR
IMMOBILIENLEASING
GRUNDSTUCKSVERWALTUNGS-GESELLSCHAFT
M.B.H.
ZWEITE UNIPRO IMMOBILIEN-
PROJEKTIERUNGSGESELLSCHAFT
M.B.H.
BERLIN 1 UNIVERSALE INTERNATIONAL
GESELLSCHAFT M.B.H.
WIEN 1 ARNO GRUNDSTUCKSVERWALTUNGS
GESELLSCHAFT M.B.H.
100,00
100,00
99,25
116
0,25
100,00
UNICREDIT LEASING (AUSTRIA) GMBH 25,00
INPROX CHOMUTOV, S.R.O. PRAGUE 1 UNICREDIT LEASING S.P.A. 100,00
INPROX KARLOVY VARY, S.R.O. PRAGUE 1 UNICREDIT LEASING (AUSTRIA) GMBH 100,00
INPROX KLADNO, S.R.O. PRAGUE 1 UNICREDIT LEASING S.P.A. 100,00
INPROX POPRAD, SPOL. S.R.O. BRATISLAVA 1 UNICREDIT LEASING S.P.A. 100,00
INPROX SR I., SPOL. S R.O. BRATISLAVA 1 UNICREDIT LEASING S.P.A. 100,00
INTERKONZUM DOO SARAJEVO SARAJEVO 1 UNICREDIT LEASING S.P.A. 100,00
INTERNATIONALES IMMOBILIEN-INSTITUT GMBH MUNICH 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
INTERRA GESELLSCHAFT FUR
IMMOBILIENVERWALTUNG MBH
MUNICH 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
RIGHTS
(2)
74,80 75,00
94,00
6,15
HVB IMMOBILIEN AG 93,85
INTRO LEASING GESELLSCHAFT M.B.H. WIEN 1 PROJEKT-LEASE
GRUNDSTUCKSVERWALTUNGS-
GESELLSCHAFT M.B.H.
IPSE 2000 S.P.A. ROME 1 UNICREDIT SPA 50,00
IRFIS - MEDIOCREDITO DELLA SICILIA S.P.A. PALERMO 1 BANCO DI SICILIA SPA 76,26
ISB UNIVERSALE BAU GMBH BRANDENBUR
GO
1 UNIVERSALE INTERNATIONAL
REALITATEN GMBH
ISTRA D.M.C. DOO UMAG 1 ISTRATURIST UMAG, HOTELIJERSTVO
TURIZAM I TURISTICKA AGENCIJA DD
ISTRATURIST UMAG, HOTELIJERSTVO TURIZAM I
TURISTICKA AGENCIJA DD
100,00
100,00
100,00
UMAG 1 ZAGREBACKA BANKA DD 71,80
JAUSERN-LEASING GESELLSCHAFT M.B.H. WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 100,00
JOHA GEBAUDE-ERRICHTUNGS-UND
VERMIETUNGSGESELLSCHAFT MBH
LEONDING 1 BLUE CAPITAL FONDS GMBH .. 0,10
TREUCONSULT
BETEILIGUNGSGESELLSCHAFT M.B.H.
99,03
WEALTHCAP .. 0,10

NAME MAIN OFFICE
JOINT STOCK COMMERCIAL BANK FOR SOCIAL
DEVELOPMENT UKRSOTSBANK
117
>> Condensed Consolidated Financial Statements
Part A) – Accounting Policies
TYPE
OF OWNERSHIP RELATIONSHIP VOTING
RELATI
ONSHIP
(1)
HELD BY
INVESTORENBETREUUNG GMBH
KIEV 1 PRIVATE JOINT STOCK COMPANY
FERROTRADE INTERNATIONAL
HOLDIN
G %
RIGHTS
(2)
69,19 69,21
UNICREDIT BANK AUSTRIA AG 26,15 26,16
JSC ATF BANK ALMATY CITY 1 UNICREDIT BANK AUSTRIA AG 99,70
KADMOS IMMOBILIEN LEASING GMBH WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80
KHR PROJEKTENTWICKLUNGSGESELLSCHAFT
MBH & CO. OBJEKT BORNITZSTRASSE I KG
MUNICH 1 HVB PROJEKT GMBH 100,00
KUNSTHAUS LEASING GMBH WIEN 1 KUTRA
GRUNDSTUCKSVERWALTUNGS-
GESELLSCHAFT M.B.H.
KUTRA GRUNDSTUCKSVERWALTUNGS-
GESELLSCHAFT M.B.H.
5,00
UNICREDIT LEASING (AUSTRIA) GMBH 95,00
WIEN 1 CALG DELTA
GRUNDSTUCKVERWALTUNG GMBH
99,80 100,00
LAGERMAX LEASING GMBH WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
LAGEV IMMOBILIEN LEASING GESELLSCHAFT
M.B.H.
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
LARGO LEASING GESELLSCHAFT M.B.H. WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 1,00
LASSALLESTRASSE BAU-, PLANUNGS-,
ERRICHTUNGS- UND
VERWERTUNGSGESELLSCHAFT M.B.H.
VAPE COMMUNA
LEASINGGESELLSCHAFT M.B.H.
WIEN 1 UNICREDIT BANK AUSTRIA AG 100,00
LEASFINANZ BANK GMBH WIEN 1 BACA LEASING UND
BETEILGUNGSMANAGEMENT GMBH
(EX CALG 434 GRUNDSTUCKVER
LEASFINANZ GMBH WIEN 1 LF BETEILIGUNGEN GMBH 100,00
LEGATO LEASING GESELLSCHAFT M.B.H. WIEN 1 BETEILIGUNGSVERWALTUNGSGESELL
SCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GMBH
LELEV IMMOBILIEN LEASING GESELLSCHAFT
M.B.H.
98,80 99,00
100,00
UNICREDIT LEASING (AUSTRIA) GMBH 25,00
WIEN 1 GALA GRUNDSTUCKVERWALTUNG
GESELLSCHAFT M.B.H.
LF BETEILIGUNGEN GMBH WIEN 1 BACA LEASING UND
BETEILGUNGSMANAGEMENT GMBH
(EX CALG 434 GRUNDSTUCKVER
LIMITED LIABILITY COMPANY B.A. REAL ESTATE MOSCOW 1 ZAO UNICREDIT BANK 100,00
74,80 75,00
99,80 100,00
LINO HOTEL-LEASING GMBH WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
LIPARK LEASING GESELLSCHAFT M.B.H. WIEN 1 BETEILIGUNGSVERWALTUNGSGESELL
SCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GMBH
LIVA IMMOBILIEN LEASING GESELLSCHAFT
M.B.H.
100,00
UNICREDIT LEASING (AUSTRIA) GMBH 25,00
WIEN 1 UNICREDIT GARAGEN ERRICHTUNG
UND VERWERTUNG GMBH
LOCALMIND SPA MILAN 1 UNICREDIT SPA 95,76
LOCAT CROATIA DOO ZAGREB 1 UNICREDIT LEASING S.P.A. 100,00
LOWES LIMITED NICOSIA 1 AI BETEILIGUNG GMBH 100,00
M. A. V. 7., BANK AUSTRIA LEASING BAUTRAGER
GMBH & CO.OHG.
74,80 75,00
99,80 100,00
WIEN 1 UNICREDIT MOBILIEN LEASING GMBH 98,04 100,00
MARKETING ZAGREBACKE BANKE DOO ZAGREB 1 ZAGREBACKA BANKA DD 100,00
MARTIANEZ COMERCIAL, SOCIEDAD ANONIMA PUERTO DE LA
CRUZ
MBC IMMOBILIEN LEASING GESELLSCHAFT
M.B.H.
1 UNICREDIT PEGASUS LEASING GMBH 99,96 100,00
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
MC MARKETING GMBH WIEN 1 UNICREDIT BANK AUSTRIA AG 100,00

NAME MAIN OFFICE
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
TYPE
OF OWNERSHIP RELATIONSHIP VOTING
RELATI
ONSHIP
(1)
HELD BY
HOLDIN
G %
MC RETAIL GMBH WIEN 1 MC MARKETING GMBH 100,00
MENUETT GRUNDSTUCKSVERWALTUNGS-
GESELLSCHAFT M.B.H.
MERKURHOF GRUNDSTUCKSGESELLSCHAFT
MIT BESCHRANKTER HAFTUNG
118
RIGHTS
(2)
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
HAMBURGO 1 BETEILIGUNGS-UND
HANDELSGESELLSCHAFT IN
HAMBURG MIT BESCHRANKTER
HAFTUNG
MEZZANIN FINANZIERUNGS AG WIEN 1 UNICREDIT BANK AUSTRIA AG 56,67
MIK BETA INGATLANHASZNOSITO KORLATOLT
FELELOSSEGU TARSASAG
MIK INGATLANHASZNOSITO KORLATOLT
FELELOSSEGU TARSASAG
100,00
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
MM OMEGA PROJEKTENTWICKLUNGS GMBH WIEN 1 UNICREDIT GARAGEN ERRICHTUNG
UND VERWERTUNG GMBH
MOBILITY CONCEPT GMBH UNTERHACHIN
G
MOC VERWALTUNGS GMBH & CO. IMMOBILIEN
KG
1 UNICREDIT LEASING GMBH 60,00
99,80 100,00
MUNICH 4 HVB PROJEKT GMBH 100,00 23,00
(3)
MOGRA LEASING GESELLSCHAFT M.B.H. WIEN 1 BETEILIGUNGSVERWALTUNGSGESELL
SCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GMBH
UNICREDIT LEASING (AUSTRIA) GMBH 25,00
MY BETEILIGUNGS GMBH WIEN 1 UNICREDIT BANK AUSTRIA AG 100,00
NAGE LOKALVERMIETUNGSGESELLSCHAFT
M.B.H.
NATA IMMOBILIEN-LEASING GESELLSCHAFT
M.B.H.
NO. HYPO LEASING ASTRICTA
GRUNDSTUCKVERMIETUNGS GESELLSCHAFT
M.B.H.
WIEN 1 UNICREDIT GARAGEN ERRICHTUNG
UND VERWERTUNG GMBH
WIEN 1 BETEILIGUNGSVERWALTUNGSGESELL
SCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GMBH
74,80 75,00
99,80 100,00
51,50
UNICREDIT LEASING (AUSTRIA) GMBH 6,00
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 95,00
NXP CO-INVESTMENT PARTNERS VIII L.P. LONDON 1 HVB CAPITAL PARTNERS AG 85,00
OCEAN BREEZE ENERGY GMBH & CO. KG MUNCHEN 4 OCEAN BREEZE FINANCE S.A. 100,00 (3)
OCEAN BREEZE FINANCE S.A. LUXEMBURG 4 BAYERISCHE HYPO- UND
VEREINSBANK AG
OCT Z IMMOBILIEN LEASING GESELLSCHAFT
M.B.H
OLG HANDELS- UND
BETEILIGUNGSVERWALTUNGSGESELLSCHAFT
M.B.H.
WIEN 1 UNICREDIT GARAGEN ERRICHTUNG
UND VERWERTUNG GMBH
WIEN 1 BETEILIGUNGSVERWALTUNGSGESELL
SCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GMBH
OLG INDUSTRIEGUTER LEASING GMBH & CO. KG. WIEN 1 CALG IMMOBILIEN LEASING GMBH 0,02
OMNIA GRUNDSTUCKS-GMBH & CO. OBJEKT
OSTRAGEHEGE KG
100,00
(3)
99,80 100,00
100,00
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
MUNICH 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
6,00
HVB IMMOBILIEN AG 94,00
OOO UNICREDIT LEASING MOSCOW 1 ZAO UNICREDIT BANK 100,00
OPEN ACCUMULATIVE PENSIOON FUND OTAN
JSC
ALMATY CITY 1 JSC ATF BANK 88,78
OPEN JOINT STOCK COMPANY UNICREDIT BANK LUCK 1 BANK PEKAO SA 100,00
ORESTOS IMMOBILIEN-VERWALTUNGS GMBH MUNICH 1 HVB PROJEKT GMBH 100,00
OTHMARSCHEN PARK HAMBURG GMBH & CO.
CENTERPARK KG
OTHMARSCHEN PARK HAMBURG GMBH & CO.
GEWERBEPARK KG
MUNICH 1 HVB PROJEKT GMBH 10,00
T & P FRANKFURT DEVELOPMENT B.V. 30,00
T & P VASTGOED STUTTGART B.V. 60,00
MUNICH 1 HVB PROJEKT GMBH 10,00

NAME MAIN OFFICE
PALAIS ROTHSCHILD VERMIETUNGS GMBH & CO
OG
PARZHOF-ERRICHTUNGS- UND
VERWERTUNGSGESELLSCHAFT M.B.H.
PAZONYI'98 INGATLANHASZNOSITO KORLATOLT
FELELOSSEGU TARSASAG
119
>> Condensed Consolidated Financial Statements
Part A) – Accounting Policies
TYPE
OF OWNERSHIP RELATIONSHIP VOTING
RELATI
ONSHIP
(1)
HELD BY
WIEN 1 SCHOELLERBANK
AKTIENGESELLSCHAFT
HOLDIN
G %
T & P FRANKFURT DEVELOPMENT B.V. 30,00
T & P VASTGOED STUTTGART B.V. 60,00
WIEN 1 BETEILIGUNGSVERWALTUNGSGESELL
SCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GMBH
100,00
UNICREDIT LEASING (AUSTRIA) GMBH 0,20
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
PEKAO BANK HIPOTECZNY S.A. WARSAW 1 BANK PEKAO SA 99,96
HOLDING SP.Z.O.O. 0,04
PEKAO FAKTORING SP. ZOO LUBLIN 1 BANK PEKAO SA 100,00
PEKAO FINANCIAL SERVICES SP. ZOO WARSAW 1 BANK PEKAO SA 100,00
PEKAO FUNDUSZ KAPITALOWY SP. ZOO WARSAW 1 BANK PEKAO SA 100,00
PEKAO LEASING HOLDING S.A. WARSAW 1 BANK PEKAO SA 80,10
UNICREDIT LEASING S.P.A. 19,90
PEKAO LEASING SP ZO.O. WARSAW 1 BANK PEKAO SA 36,49
PEKAO LEASING HOLDING S.A. 63,51
PEKAO PIONEER P.T.E. SA WARSAW 1 BANK PEKAO SA 65,00
PIONEER GLOBAL ASSET
MANAGEMENT SPA
PEKAO TELECENTRUM SP. ZOO CRACOW 1 BANK PEKAO SA 100,00
PELOPS LEASING GESELLSCHAFT M.B.H. WIEN 1 EUROLEASE RAMSES IMMOBILIEN
LEASING GESELLSCHAFT M.B.H.
PENSIONSKASSE DER HYPO VEREINSBANK
VVAG
MUNICH 4 BAYERISCHE HYPO- UND
VEREINSBANK AG
PESTSZENTIMREI SZAKORVOSI RENDELO KFT. BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
PIANA LEASING GESELLSCHAFT M.B.H. WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80
PIONEER ALTERNATIVE INVESTMENT
MANAGEMENT (BERMUDA) LIMITED
PIONEER ALTERNATIVE INVESTMENT
MANAGEMENT LTD
PIONEER ALTERNATIVE INVESTMENT
MANAGEMENT SGR PA
PIONEER ALTERNATIVE INVESTMENTS (ISRAEL)
LTD
PIONEER ALTERNATIVE INVESTMENTS (NEW
YORK) LTD
HAMILTON 1 PIONEER GLOBAL ASSET
MANAGEMENT SPA
DUBLIN 2 1 PIONEER GLOBAL ASSET
MANAGEMENT SPA
MILAN 1 PIONEER GLOBAL ASSET
MANAGEMENT SPA
TEL AVIV 1 PIONEER GLOBAL ASSET
MANAGEMENT SPA
DOVER 1 PIONEER GLOBAL ASSET
MANAGEMENT SPA
PIONEER ASSET MANAGEMENT AS PRAGUE 1 PIONEER GLOBAL ASSET
MANAGEMENT SPA
PIONEER ASSET MANAGEMENT S.A.I. S.A. BUCHAREST 1 PIONEER GLOBAL ASSET
MANAGEMENT SPA
RIGHTS
(2)
99,60 99,80
35,00
99,80 100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
97,43
UNICREDIT TIRIAC BANK S.A. 2,57
PIONEER ASSET MANAGEMENT SA LUXEMBURG 1 PIONEER GLOBAL ASSET
MANAGEMENT SPA
PIONEER CZECH FINANCIAL COMPANY SRO IN
LIQUIDATION
PRAGUE 1 PIONEER GLOBAL ASSET
MANAGEMENT SPA
PIONEER FUNDS DISTRIBUTOR INC BOSTON 1 PIONEER INVESTMENT MANAGEMENT
INC
PIONEER GLOBAL ASSET MANAGEMENT SPA MILAN 1 UNICREDIT SPA 100,00
PIONEER GLOBAL FUNDS DISTRIBUTOR LTD HAMILTON 1 PIONEER GLOBAL ASSET
MANAGEMENT SPA
PIONEER GLOBAL INVESTMENTS (AUSTRALIA)
PTY LIMITED
MELBOURNE 1 PIONEER GLOBAL ASSET
MANAGEMENT SPA
100,00
100,00
100,00
100,00
100,00
(3)

NAME MAIN OFFICE
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
TYPE
OF OWNERSHIP RELATIONSHIP VOTING
RELATI
ONSHIP
(1)
HELD BY
PIONEER GLOBAL INVESTMENTS (HK) LIMITED HONG KONG 1 PIONEER GLOBAL ASSET
MANAGEMENT SPA
PIONEER GLOBAL INVESTMENTS (TAIWAN) LTD. TAIPEI 1 PIONEER GLOBAL ASSET
MANAGEMENT SPA
PIONEER GLOBAL INVESTMENTS LIMITED DUBLIN 1 PIONEER GLOBAL ASSET
MANAGEMENT SPA
PIONEER INSTITUTIONAL ASSET MANAGEMENT
INC
WILMINGTON 1 PIONEER INVESTMENT MANAGEMENT
USA INC.
PIONEER INVESTMENT COMPANY AS PRAGUE 1 PIONEER GLOBAL ASSET
MANAGEMENT SPA
PIONEER INVESTMENT FUND MANAGEMENT
LIMITED
BUDAPEST 1 PIONEER GLOBAL ASSET
MANAGEMENT SPA
PIONEER INVESTMENT MANAGEMENT INC WILMINGTON 1 PIONEER INVESTMENT MANAGEMENT
USA INC.
PIONEER INVESTMENT MANAGEMENT LIMITED DUBLIN 2 1 PIONEER GLOBAL ASSET
MANAGEMENT SPA
HOLDIN
G %
PIONEER INVESTMENT MANAGEMENT LLC MOSCOW 1 PIONEER ASSET MANAGEMENT AS 1,00
PIONEER INVESTMENT MANAGEMENT
SHAREHOLDER SERVICES INC.
PIONEER INVESTMENT MANAGEMENT SOC. DI
GESTIONE DEL RISPARMIO PER AZ
PIONEER GLOBAL ASSET
MANAGEMENT SPA
BOSTON 1 PIONEER INVESTMENT MANAGEMENT
USA INC.
MILAN 1 PIONEER GLOBAL ASSET
MANAGEMENT SPA
PIONEER INVESTMENT MANAGEMENT USA INC. WILMINGTON 1 PIONEER GLOBAL ASSET
MANAGEMENT SPA
PIONEER INVESTMENTS AG BERNA 1 PIONEER GLOBAL ASSET
MANAGEMENT SPA
PIONEER INVESTMENTS AUSTRIA GMBH WIEN 1 PIONEER GLOBAL ASSET
MANAGEMENT SPA
PIONEER INVESTMENTS
KAPITALANLAGEGESELLSCHAFT MBH
PIONEER PEKAO INVESTMENT FUND COMPANY
SA (POLISH NAME: PIONEER PEKAO TFI SA)
MUNICH 1 PIONEER GLOBAL ASSET
MANAGEMENT SPA
WARSAW 1 PIONEER PEKAO INVESTMENT
MANAGEMENT SA
PIONEER PEKAO INVESTMENT MANAGEMENT SA WARSAW 1 BANK PEKAO SA 49,00
PLANETHOME AG UNTERFOHRIN
G
PIONEER GLOBAL ASSET
MANAGEMENT SPA
1 BAYERISCHE HYPO- UND
VEREINSBANK AG
PLANETHOME GMBH MANNHEIM 1 PLANETHOME AG 100,00
PMG BAUPROJEKTMANAGEMENT
GESELLSCHAFT M.B.H. & CO FINANZIERUNGS
OEG
WIEN 1 RANA-LIEGENSCHAFTSVERWERTUNG
GMBH
UNIVERSALE INTERNATIONAL
GESELLSCHAFT M.B.H.
POMINVEST DD SPLIT 1 ZAGREBACKA BANKA DD 88,66 88,95
PORTIA GRUNDSTUCKS-
VERWALTUNGSGESELLSCHAFT MBH & CO.
OBJEKT KG
MUNICH 1 HVB GESELLSCHAFT FUR GEBAUDE
MBH & CO KG
POSATO LEASING GESELLSCHAFT M.B.H. WIEN 1 BETEILIGUNGSVERWALTUNGSGESELL
SCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GMBH
PRELUDE GRUNDSTUCKSVERWALTUNGS-
GESELLSCHAFT M.B.H.
PRIM Z IMMOBILIEN LEASING GESELLSCHAFT
M.B.H.
PRIVATE JOINT STOCK COMPANY FERROTRADE
INTERNATIONAL
PROJEKT-LEASE
GRUNDSTUCKSVERWALTUNGS-GESELLSCHAFT
M.B.H.
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
99,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
51,00
100,00
99,90
120
0,10
100,00
UNICREDIT LEASING (AUSTRIA) GMBH 25,00
WIEN 1 BETEILIGUNGSVERWALTUNGSGESELL
SCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GMBH
UNICREDIT LEASING (AUSTRIA) GMBH 1,00
RIGHTS
(2)
74,80 75,00
98,80 99,00
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
KIEV 1 UNICREDIT BANK AUSTRIA AG 100,00
WIEN 1 ARNO GRUNDSTUCKSVERWALTUNGS
GESELLSCHAFT M.B.H.
UNICREDIT LEASING (AUSTRIA) GMBH 25,00
74,80 75,00

NAME MAIN OFFICE
121
>> Condensed Consolidated Financial Statements
Part A) – Accounting Policies
TYPE
OF OWNERSHIP RELATIONSHIP VOTING
RELATI
ONSHIP
(1)
HELD BY
HOLDIN
G %
PRVA STAMBENA STEDIONICA DD ZAGREB ZAGREB 1 ZAGREBACKA BANKA DD 100,00
QUADEC Z IMMOBILIEN LEASING GESELLSCHAFT
M.B.H.
QUART Z IMMOBILIEN LEASING GESELLSCHAFT
M.B.H.
RIGHTS
(2)
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
WIEN 1 CALG ANLAGEN LEASING GMBH 99,80 100,00
QUERCIA FUNDING SRL VERONA 1 UNICREDIT CORPORATE BANKING
SPA
QUERCIA SOFTWARE SPA VERONA 1 UNICREDIT GLOBAL INFORMATION
SERVICES SOCIETA CONSORTILE PER
AZIONI
QUINT Z IMMOBILIEN LEASING GESELLSCHAFT
M.B.H
65,00
100,00
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
RANA-LIEGENSCHAFTSVERWERTUNG GMBH WIEN 1 UNIVERSALE INTERNATIONAL
REALITATEN GMBH
REAL ESTATE MANAGEMENT POLAND SP. Z O.O. WARSAW 1 UNICREDIT LEASING S.P.A. 100,00
REAL-LEASE GRUNDSTUCKSVERWALTUNGS-
GESELLSCHAFT M.B.H.
WIEN 1 UNICREDIT GARAGEN ERRICHTUNG
UND VERWERTUNG GMBH
99,90
99,80 100,00
REAL-RENT LEASING GESELLSCHAFT M.B.H. WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
REDSTONE LONDON 4 BAYERISCHE HYPO- UND
VEREINSBANK AG
REGEV
REALITATENVERWERTUNGSGESELLSCHAFT
M.B.H.
100,00
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
RONCASA IMMOBILIEN-VERWALTUNGS GMBH MUNICH 1 HVB PROJEKT GMBH 100,00 90,00
RONDO LEASING GMBH WIEN 1 WOM GRUNDSTUCKSVERWALTUNGS-
GESELLSCHAFT M.B.H.
ROSENKAVALIER 2008 GMBH MUNCHEN 4 BAYERISCHE HYPO- UND
VEREINSBANK AG
RSB ANLAGENVERMIETUNG GESELLSCHAFT
M.B.H.
RWF REAL - WERT
GRUNDSTUCKSVERMIETUNGSGESELLSCHAFTM.
B.H. & CO. OBJEKT
100,00
100,00
WIEN 1 CALG IMMOBILIEN LEASING GMBH 99,80 100,00
WIEN 1 CALG IMMOBILIEN LEASING GMBH 99,83
RSB ANLAGENVERMIETUNG
GESELLSCHAFT M.B.H.
S+R INVESTIMENTI E GESTIONI (S.G.R.) SPA MILAN 1 UNICREDIT CORPORATE BANKING
SPA
SALOME FUNDING LTD. DUBLIN 4 BAYERISCHE HYPO- UND
VEREINSBANK AG
SALVATORPLATZ-
GRUNDSTUCKSGESELLSCHAFT MBH & CO. OHG
VERWALTUNGSZENTRUM
MUNICH 1 PORTIA GRUNDSTUCKS-
VERWALTUNGSGESELLSCHAFT MBH &
CO. OBJEKT KG
TIVOLI GRUNDSTUCKS-
AKTIENGESELLSCHAFT
SCHOELLERBANK AKTIENGESELLSCHAFT WIEN 1 UNICREDIT BANK AUSTRIA AG 100,00
SECA-LEASING GESELLSCHAFT M.B.H. WIEN 1 CALG DELTA
GRUNDSTUCKVERWALTUNG GMBH
SEDEC Z IMMOBILIEN LEASING GESELLSCHAFT
M.B.H.
SEXT Z IMMOBILIEN LEASING GESELLSCHAFT
M.B.H
SHOPPING CENTER GYOR ERRICHTUNGS- UND
BETRIEBSGESELLSCHAFT M.B.H
0,17
100,00
100,00
97,78
2,22
UNICREDIT LEASING (AUSTRIA) GMBH 25,00
WIEN 1 UNICREDIT GARAGEN ERRICHTUNG
UND VERWERTUNG GMBH
WIEN 1 CALG DELTA
GRUNDSTUCKVERWALTUNG GMBH
BUDAPEST 1 BACA-LEASING MIDAS
INGATLANHASZNOSITO KORLATOLT
FELELOSSEGU TARSASAG
UNICREDIT GLOBAL LEASING EXPORT
GMBH
SHS LEASING GMBH WIEN 1 BETEILIGUNGSVERWALTUNGSGESELL
SCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GMBH
(3)
(3)
(3)
74,80 75,00
99,80 100,00
99,80 100,00
95,00
5,00
UNICREDIT LEASING (AUSTRIA) GMBH 1,00
98,80 99,00

NAME MAIN OFFICE
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
TYPE
OF OWNERSHIP RELATIONSHIP VOTING
RELATI
ONSHIP
(1)
HELD BY
HOLDIN
G %
SIA UNICREDIT INSURANCE BROKER RIGA 1 SIA UNICREDIT LEASING 100,00
SIA UNICREDIT LEASING RIGA 1 AS UNICREDIT BANK 49,00
UNICREDIT LEASING S.P.A. 51,00
SIGMA LEASING GMBH WIEN 1 CALG ANLAGEN LEASING GMBH 99,40 99,60
SIRIUS IMMOBILIEN- UND
PROJEKTENTWICKLUNGS GMBH
UNICREDIT LEASING (AUSTRIA) GMBH 0,40
MUNICH 1 HVB PROJEKT GMBH 5,00
SOLOS IMMOBILIEN- UND
PROJEKTENTWICKLUNGS GMBH & CO.
SIRIUS BETEILIGUNGS KG
SOFIGERE SOCIETE PAR ACTIONS SIMPLIFIEE PARIGI 1 UNICREDIT SPA 100,00
SOFIPA SOCIETA' DI GESTIONE DEL RISPARMIO
(SGR) S.P.A.
SOLARIS VERWALTUNGSGESELLSCHAFT MBH &
CO. VERMIETUNGS KG
SOLOS IMMOBILIEN- UND
PROJEKTENTWICKLUNGS GMBH & CO. SIRIUS
BETEILIGUNGS KG
95,00
ROME 1 UNICREDIT SPA 100,00
MUNICH 1 ORESTOS IMMOBILIEN-
VERWALTUNGS GMBH
MUNICH 1 HVB PROJEKT GMBH 100,00
122
RIGHTS
(2)
100,00 94,90
SONATA LEASING-GESELLSCHAFT M.B.H. WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 100,00 99,00
SPECTRUM GRUNDSTUCKSVERWALTUNGS-
GESELLSCHAFT M.B.H.
WIEN 1 WOM GRUNDSTUCKSVERWALTUNGS-
GESELLSCHAFT M.B.H.
SRQ FINANZPARTNER AG BERLIN 1 DAB BANK AG 81,61
STEWE GRUNDSTUCKSVERWALTUNGS-
GESELLSCHAFT M.B.H.
WIEN 1 PROJEKT-LEASE
GRUNDSTUCKSVERWALTUNGS-
GESELLSCHAFT M.B.H.
UNICREDIT GARAGEN ERRICHTUNG
UND VERWERTUNG GMBH
STRUCTURED LEASE GMBH GRUNWALD 1 UNICREDIT LEASING GMBH 100,00
100,00
24,00
75,80 76,00
T & P FRANKFURT DEVELOPMENT B.V. AMSTERDAM 1 HVB PROJEKT GMBH 100,00 87,50
T & P VASTGOED STUTTGART B.V. AMSTERDAM 1 HVB PROJEKT GMBH 100,00 87,50
TELEDATA CONSULTING UND
SYSTEMMANAGEMENT GESELLSCHAFT M.B.H.
TERRENO GRUNDSTUCKSVERWALTUNG GMBH &
CO. ENTWICKLUNGS- UND
FINANZIERUNGSVERMITTLUNGS-KG
TERZ Z IMMOBILIEN LEASING GESELLSCHAFT
M.B.H.
TIME TRUCKS LASTWAGEN- UND AUFLIEGER
VERMIETUNGS- UND LEASINGGES.M.B.H.
WIEN 1 TREUCONSULT
BETEILIGUNGSGESELLSCHAFT M.B.H.
100,00
MUNICH 1 HVB TECTA GMBH 100,00 75,00
WIEN 1 UNICREDIT GARAGEN ERRICHTUNG
UND VERWERTUNG GMBH
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 100,00
TIVOLI GRUNDSTUCKS-AKTIENGESELLSCHAFT MUNICH 1 PORTIA GRUNDSTUCKS-
VERWALTUNGSGESELLSCHAFT MBH &
CO. OBJEKT KG
TREDEC Z IMMOBILIEN LEASING GESELLSCHAFT
M.B.H.
TREUCONSULT BETEILIGUNGSGESELLSCHAFT
M.B.H.
TREVI FINANCE N. 2 S.P.A. CONEGLIANO
(TREVISO)
TREVI FINANCE N. 3 S.R.L. CONEGLIANO
(TREVISO)
TREVI FINANCE S.P.A. CONEGLIANO
(TREVISO)
UFFICIUM IMMOBILIEN LEASING GESELLSCHAFT
M.B.H.
WIEN 1 UNICREDIT GARAGEN ERRICHTUNG
UND VERWERTUNG GMBH
99,80 100,00
99,67
WIEN 1 BANK AUSTRIA REAL INVEST GMBH 100,00
1 UNICREDIT SPA 60,00
1 UNICREDIT SPA 60,00
1 UNICREDIT SPA 60,00
WIEN 1 KUTRA
GRUNDSTUCKSVERWALTUNGS-
GESELLSCHAFT M.B.H.
99,80 100,00
5,00
UNICREDIT LEASING (AUSTRIA) GMBH 95,00

NAME MAIN OFFICE
UIB UNIVERSALE BAU HOLDING GESELLSCHAFT
M.B.H.
123
BRANDENBUR
G
>> Condensed Consolidated Financial Statements
Part A) – Accounting Policies
TYPE
OF OWNERSHIP RELATIONSHIP VOTING
RELATI
ONSHIP
(1)
HELD BY
HOLDIN
G %
1 ISB UNIVERSALE BAU GMBH 100,00
UNI IT SRL LAVIS 1 UNICREDIT BUSINESS PARTNER
SOCIETA' CONSORTILE PER AZIONI
UNICOM IMMOBILIEN LEASING GESELLSCHAFT
M.B.H.
51,00
RIGHTS
(2)
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
UNICREDIT LUXEMBOURG S.A. LUXEMBURG 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
UNICREDIT (SUISSE) BANK SA LUGANO 1 UNICREDIT PRIVATE BANKING SPA 100,00
UNICREDIT AUDIT SOCIETA' CONSORTILE PER
AZIONI
100,00
MILAN 1 ASPRA FINANCE SPA 0,01
BANCO DI SICILIA SPA 0,01
FINECO CREDIT S.P.A. 0,01
FINECO PRESTITI S.P.A. 0,01
FINECOBANK SPA 0,01
PIONEER ALTERNATIVE INVESTMENT
MANAGEMENT SGR PA
PIONEER INVESTMENT MANAGEMENT
SOC. DI GESTIONE DEL RISPARMIO
PER AZ
S+R INVESTIMENTI E GESTIONI
(S.G.R.) SPA
SOFIPA SOCIETA' DI GESTIONE DEL
RISPARMIO (SGR) S.P.A.
0,01
0,01
0,01
0,01
UNICREDIT BANCA DI ROMA SPA 0,01
UNICREDIT BANCA SPA 0,01
UNICREDIT BANCASSURANCE
MANAGEMENT & ADMINISTRATION
SOCIETA' CONSORTILE A
RESPONSABILITA' LIMITATA
UNICREDIT BUSINESS PARTNER
SOCIETA' CONSORTILE PER AZIONI
UNICREDIT CORPORATE BANKING
SPA
0,01
0,01
0,01
UNICREDIT FACTORING SPA 0,01
UNICREDIT FAMILY FINANCING BANK
SPA
UNICREDIT GLOBAL INFORMATION
SERVICES SOCIETA CONSORTILE PER
AZIONI
UNICREDIT MEDIOCREDITO
CENTRALE S.P.A.
0,01
0,01
0,01
UNICREDIT PRIVATE BANKING SPA 0,01
UNICREDIT REAL ESTATE SOCIETA'
CONSORTILE PER AZIONI
0,01
UNICREDIT SPA 99,80
UNICREDIT AUTO LEASING E.O.O.D. SOFIA 1 UNICREDIT LEASING AD 100,00
UNICREDIT BANCA DI ROMA SPA ROME 1 UNICREDIT SPA 100,00
UNICREDIT BANCA SPA BOLOGNA 1 UNICREDIT SPA 100,00
UNICREDIT BANCASSURANCE MANAGEMENT &
ADMINISTRATION SOCIETA' CONSORTILE A
RESPONSABILITA' LIMITATA
MILAN 1 BANCO DI SICILIA SPA 0,01
FINECOBANK SPA 0,01
UNICREDIT BANCA DI ROMA SPA 0,01
UNICREDIT BANCA SPA 0,01
UNICREDIT CORPORATE BANKING 0,01

NAME MAIN OFFICE
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
TYPE
OF OWNERSHIP RELATIONSHIP VOTING
RELATI
ONSHIP
(1)
HELD BY
SPA
UNICREDIT FAMILY FINANCING BANK
SPA
HOLDIN
G %
124
0,01
UNICREDIT PRIVATE BANKING SPA 0,01
UNICREDIT SPA 99,93
UNICREDIT BANK AD BANJA LUKA BANJA LUKA 1 UNICREDIT BANK AUSTRIA AG 90,93
UNICREDIT BANK AUSTRIA AG WIEN 1 UNICREDIT SPA 100,00
UNICREDIT BANK CZECH REPUBLIC A.S. PRAGUE 1 UNICREDIT BANK AUSTRIA AG 100,00
UNICREDIT BANK DD MOSTAR 1 UNICREDIT BANK AUSTRIA AG 24,40 24,29
RIGHTS
(2)
UNICREDIT SPA 3,27 3,28
ZAGREBACKA BANKA DD 65,63
UNICREDIT BANK HUNGARY ZRT. BUDAPEST 1 UNICREDIT BANK AUSTRIA AG 100,00
UNICREDIT BANK IRELAND PLC DUBLIN 1 UNICREDIT SPA 100,00
UNICREDIT BANK SERBIA JSC BELGRADO 1 UNICREDIT BANK AUSTRIA AG 99,92
UNICREDIT BANK SLOVAKIA AS BRATISLAVA 1 UNICREDIT BANK AUSTRIA AG 99,03
UNICREDIT BANKA SLOVENIJA D.D. LJUBLJANA 1 UNICREDIT BANK AUSTRIA AG 99,99
UNICREDIT BPC MORTGAGE S.R.L. VERONA 1 UNICREDIT FAMILY FINANCING BANK
SPA
UNICREDIT BROKER D.O.O ZAGREB 1 UNICREDIT GLOBAL LEASING
VERSICHERUNGSSERVICE GMBH
UNICREDIT LEASING CROATIA D.O.O.
ZA LEASING
UNICREDIT BROKER S.R.O. BRATISLAVA 1 UNICREDIT GLOBAL LEASING
VERSICHERUNGSSERVICE GMBH
60,00
20,00
80,00
19,68
UNICREDIT LEASING SLOVAKIA A.S. 80,32
UNICREDIT BULBANK AD SOFIA 1 UNICREDIT BANK AUSTRIA AG 92,10
UNICREDIT SPA ..
UNICREDIT BUSINESS PARTNER GMBH WIEN 1 UNICREDIT BUSINESS PARTNER
SOCIETA' CONSORTILE PER AZIONI
UNICREDIT BUSINESS PARTNER SOCIETA'
CONSORTILE PER AZIONI
COLOGNO
MONZESE
100,00
1 BANCO DI SICILIA SPA ..
BAYERISCHE HYPO- UND
VEREINSBANK AG
18,11
FINECOBANK SPA ..
UNICREDIT BANCA DI ROMA SPA ..
UNICREDIT BANCA SPA ..
UNICREDIT BANK AUSTRIA AG 28,81
UNICREDIT CORPORATE BANKING
SPA
UNICREDIT FAMILY FINANCING BANK
SPA
UNICREDIT MEDIOCREDITO
CENTRALE S.P.A.
UNICREDIT PRIVATE BANKING SPA ..
UNICREDIT REAL ESTATE SOCIETA'
CONSORTILE PER AZIONI
UNICREDIT SPA 53,07
UNIMANAGEMENT SRL ..
UNICREDIT CA IB ROMANIA SRL BUCHAREST 1 UNICREDIT CAIB AG 99,98
UNICREDIT CAIB SLOVAKIA, A.S. 0,02
..
..
..
..

NAME MAIN OFFICE
125
>> Condensed Consolidated Financial Statements
Part A) – Accounting Policies
TYPE
OF OWNERSHIP RELATIONSHIP VOTING
RELATI
ONSHIP
(1)
HELD BY
UNICREDIT CAIB AG WIEN 1 BA-CA MARKETS & INVESTMENT
BETEILIGUNG GMBH
HOLDIN
G %
UNICREDIT CAIB CZECH REPUBLIC AS PRAGUE 1 UNICREDIT CAIB AG 100,00
UNICREDIT CAIB HUNGARY LTD BUDAPEST 1 UNICREDIT CAIB AG 100,00
UNICREDIT CAIB POLAND S.A. WARSAW 1 UNICREDIT CAIB AG 100,00
UNICREDIT CAIB SECURITIES UK LTD. LONDON 1 UNICREDIT BANK AUSTRIA AG ..
100,00
UNICREDIT CAIB AG 100,00
UNICREDIT CAIB SERBIA LTD BELGRADE BELGRADO 1 UNICREDIT CAIB AG 100,00
UNICREDIT CAIB SLOVAKIA, A.S. BRATISLAVA 1 UNICREDIT CAIB AG 100,00
UNICREDIT CAIB SLOVENIJA DOO LJUBLJANA 1 UNICREDIT CAIB AG 100,00
UNICREDIT CAIB UK LTD. LONDON 1 UNICREDIT CAIB AG 100,00
UNICREDIT CAPITAL MARKETS INC. NEW YORK 1 HVB U.S. FINANCE INC. 100,00
UNICREDIT CONSUMER FINANCING AD SOFIA 1 UNICREDIT BULBANK AD 49,90
UNICREDIT FAMILY FINANCING BANK
SPA
UNICREDIT CONSUMER FINANCING IFN S.A. BUCHAREST 1 UNICREDIT FAMILY FINANCING BANK
SPA
50,10
65,00
UNICREDIT TIRIAC BANK S.A. 35,00
UNICREDIT CORPORATE BANKING SPA VERONA 1 UNICREDIT SPA 100,00
UNICREDIT CREDIT MANAGEMENT BANK SPA VERONA 1 UNICREDIT SPA 100,00
UNICREDIT CREDIT MANAGEMENT IMMOBILIARE
S.P.A.
ROME 1 UNICREDIT CREDIT MANAGEMENT
BANK SPA
UNICREDIT DELAWARE INC DOVER 1 UNICREDIT SPA 100,00
UNICREDIT FACTORING PENZUGYI
SZOLGALTATO ZRT
100,00
BUDAPEST 1 UNICREDIT BANK HUNGARY ZRT. 100,00
UNICREDIT FACTORING EAD SOFIA 1 UNICREDIT BULBANK AD 100,00
UNICREDIT FACTORING SPA MILAN 1 UNICREDIT CORPORATE BANKING
SPA
UNICREDIT FAMILY FINANCING BANK SPA MILAN 1 UNICREDIT SPA 100,00
UNICREDIT FLEET MANAGEMENT S.R.O. PRAGUE 1 UNICREDIT LEASING CZ, A.S. 100,00
UNICREDIT FLEET MANAGEMENT S.R.O. BRATISLAVA 1 UNICREDIT LEASING SLOVAKIA A.S. 100,00
UNICREDIT FUGGETLEN BIZTOSITASKOZVETITO
KFT
UNICREDIT GARAGEN ERRICHTUNG UND
VERWERTUNG GMBH
UNICREDIT GLOBAL INFORMATION SERVICES
SOCIETA CONSORTILE PER AZIONI
100,00
BUDAPEST 1 UNICREDIT BANK HUNGARY ZRT. 25,20
UNICREDIT LEASING KFT 74,80
WIEN 1 EUROLEASE RAMSES IMMOBILIEN
LEASING GESELLSCHAFT M.B.H.
MILAN 1 BANCO DI SICILIA SPA ..
BAYERISCHE HYPO- UND
VEREINSBANK AG
RIGHTS
(2)
99,80 100,00
24,72
FINECO CREDIT S.P.A. ..
FINECO PRESTITI S.P.A. ..
FINECOBANK SPA ..
PIONEER ALTERNATIVE INVESTMENT
MANAGEMENT SGR PA
PIONEER INVESTMENT MANAGEMENT
SOC. DI GESTIONE DEL RISPARMIO
PER AZ
S+R INVESTIMENTI E GESTIONI
(S.G.R.) SPA
UNICREDIT AUDIT SOCIETA'
CONSORTILE PER AZIONI
UNICREDIT BANCA DI ROMA SPA ..
UNICREDIT BANCA SPA ..
..
..
..
..

NAME MAIN OFFICE
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
TYPE
OF OWNERSHIP RELATIONSHIP VOTING
RELATI
ONSHIP
(1)
HELD BY
UNICREDIT BANCASSURANCE
MANAGEMENT & ADMINISTRATION
SOCIETA' CONSORTILE A
RESPONSABILITA' LIMITATA
HOLDIN
G %
UNICREDIT BANK AUSTRIA AG 10,02
UNICREDIT BUSINESS PARTNER
SOCIETA' CONSORTILE PER AZIONI
UNICREDIT CORPORATE BANKING
SPA
UNICREDIT FACTORING SPA ..
UNICREDIT FAMILY FINANCING BANK
SPA
UNICREDIT MEDIOCREDITO
CENTRALE S.P.A.
UNICREDIT PRIVATE BANKING SPA ..
UNICREDIT REAL ESTATE SOCIETA'
CONSORTILE PER AZIONI
UNICREDIT SPA 65,26
UNIMANAGEMENT SRL ..
UNICREDIT GLOBAL LEASING EXPORT GMBH WIEN 1 UNICREDIT GLOBAL LEASING
PARTICIPATION MANAGEMENT GMBH
UNICREDIT GLOBAL LEASING PARTICIPATION
MANAGEMENT GMBH
UNICREDIT GLOBAL LEASING
VERSICHERUNGSSERVICE GMBH
126
..
..
..
..
..
..
100,00
WIEN 1 UNICREDIT LEASING S.P.A. 100,00
WIEN 1 UNICREDIT LEASING S.P.A. 100,00
UNICREDIT INGATLANLIZING ZRT BUDAPEST 1 UNICREDIT LEASING (AUSTRIA) GMBH 100,00
UNICREDIT INSURANCE BROKER OOD SOFIA 1 HVB LEASING OOD 80,00
UNICREDIT GLOBAL LEASING
VERSICHERUNGSSERVICE GMBH
UNICREDIT INSURANCE BROKER SRL BUCHAREST 1 BA EUROLEASE
BETEILIGUNGSGESELLSCHAFT M.B.H.
UNICREDIT INTERNATIONAL BANK
(LUXEMBOURG) SA
20,00
99,80
LUXEMBURG 1 UNICREDIT SPA 100,00
UNICREDIT IRELAND FINANCIAL SERVICES LTD DUBLIN 1 UNICREDIT BANK IRELAND PLC 100,00
UNICREDIT JELZALOGBANK ZRT. BUDAPEST 1 UNICREDIT BANK HUNGARY ZRT. 100,00
UNICREDIT KFZ LEASING GMBH WIEN 1 GALA GRUNDSTUCKVERWALTUNG
GESELLSCHAFT M.B.H.
UNICREDIT LEASING (AUSTRIA) GMBH WIEN 1 UNICREDIT LEASING S.P.A. 99,98
UNICREDIT LEASING AD SOFIA 1 UNICREDIT BULBANK AD 49,00
100,00
UNICREDIT LEASING S.P.A. 51,00
UNICREDIT LEASING AVIATION GMBH HAMBURGO 1 UNICREDIT LEASING GMBH 100,00
UNICREDIT LEASING BAUTRAGER GMBH WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
UNICREDIT LEASING CORPORATION IFN S.A. BUCHAREST 1 UNICREDIT LEASING S.P.A. 80,00
UNICREDIT LEASING CROATIA D.O.O. ZA
LEASING
UNICREDIT TIRIAC BANK S.A. 20,00
ZAGREB 1 UNICREDIT LEASING (AUSTRIA) GMBH 100,00
UNICREDIT LEASING CZ, A.S. PRAGUE 1 UNICREDIT LEASING S.P.A. 100,00
UNICREDIT LEASING D.O.O. SARAJEVO 1 UNICREDIT LEASING S.P.A. 100,00
UNICREDIT LEASING FINANCE GMBH HAMBURGO 1 UNICREDIT LEASING GMBH 100,00
UNICREDIT LEASING FLEET MANAGEMENT S.R.L. BUCHAREST 1 UNICREDIT GLOBAL LEASING EXPORT
GMBH
UNICREDIT LEASING FUHRPARKMANAGEMENT
GMBH
10,00
UNICREDIT LEASING S.P.A. 90,00
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 100,00
RIGHTS
(2)

NAME MAIN OFFICE
127
>> Condensed Consolidated Financial Statements
Part A) – Accounting Policies
TYPE
OF OWNERSHIP RELATIONSHIP VOTING
RELATI
ONSHIP
(1)
HELD BY
UNICREDIT LEASING GMBH HAMBURGO 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
UNICREDIT LEASING HUNGARY ZRT BUDAPEST 1 BA EUROLEASE
BETEILIGUNGSGESELLSCHAFT M.B.H.
HOLDIN
G %
100,00
3,57
UNICREDIT LEASING (AUSTRIA) GMBH 96,43
UNICREDIT LEASING IMMOTRUCK ZRT. BUDAPEST 1 BA EUROLEASE
BETEILIGUNGSGESELLSCHAFT M.B.H.
30,00
UNICREDIT LEASING (AUSTRIA) GMBH 70,00
UNICREDIT LEASING KFT BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
UNICREDIT LEASING LUNA KFT BUDAPEST 1 UNICREDIT LEASING S.P.A. 80,00
UNICREDIT LEASING MARS KFT BUDAPEST 1 UNICREDIT LEASING S.P.A. 80,00
UNICREDIT LEASING REAL ESTATE S.R.O. BRATISLAVA 1 UNICREDIT LEASING S.P.A. 100,00
UNICREDIT LEASING ROMANIA IFN S.A. BUCHAREST 1 UNICREDIT LEASING S.P.A. 100,00
UNICREDIT TIRIAC BANK S.A. ..
UNICREDIT LEASING S.P.A. BOLOGNA 1 UNICREDIT BANK AUSTRIA AG 31,01
UNICREDIT SPA 68,99
UNICREDIT LEASING SLOVAKIA A.S. BRATISLAVA 1 UNICREDIT BANK SLOVAKIA AS 19,90
UNICREDIT LEASING CZ, A.S. 8,80
UNICREDIT LEASING S.P.A. 71,30
UNICREDIT LEASING SRBIJA D.O.O. BEOGRAD BELGRADO 1 UNICREDIT LEASING S.P.A. 100,00
UNICREDIT LEASING TOB KIEV 1 UNICREDIT LEASING S.P.A. 100,00
UNICREDIT LEASING URANUS KFT BUDAPEST 1 UNICREDIT LEASING S.P.A. 80,00
UNICREDIT LEASING, LEASING, D.O.O. LJUBLJANA 1 UNICREDIT BANKA SLOVENIJA D.D. 3,63
UNICREDIT LEASING S.P.A. 96,37
UNICREDIT LONDON INVESTMENTS LIMITED LONDON 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
UNICREDIT LUNA LEASING GMBH WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
UNICREDIT LUXEMBOURG FINANCE SA LUXEMBURG 1 UNICREDIT INTERNATIONAL BANK
(LUXEMBOURG) SA
UNICREDIT MEDIOCREDITO CENTRALE S.P.A. ROME 1 UNICREDIT SPA 100,00
UNICREDIT MERCHANT S.P.A. ROME 1 UNICREDIT SPA 100,00
UNICREDIT MOBILIEN LEASING GMBH WIEN 1 GALA GRUNDSTUCKVERWALTUNG
GESELLSCHAFT M.B.H.
UNICREDIT PARTNER D.O.O BEOGRAD BELGRADO 1 BA-CA LEASING
VERSICHERUNGSSERVICE GMBH
UNICREDIT PARTNER LLC KIEV 1 UNICREDIT GLOBAL LEASING
VERSICHERUNGSSERVICE GMBH
UNICREDIT PEGASUS LEASING GMBH WIEN 1 CALG IMMOBILIEN LEASING GMBH 75,00
UNICREDIT POIJIST'OVACI MAKLERSKA SPOL. S
R.O.
100,00
100,00
RIGHTS
(2)
99,80 100,00
100,00
100,00
UNICREDIT LEASING (AUSTRIA) GMBH 25,00
PRAGUE 1 UNICREDIT LEASING CZ, A.S. 100,00
UNICREDIT POLARIS LEASING GMBH WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
UNICREDIT PRIVATE BANKING SPA TORINO 1 UNICREDIT SPA 100,00
UNICREDIT REAL ESTATE ADVISORY SRL VERONA 1 UNICREDIT CREDIT MANAGEMENT
BANK SPA
UNICREDIT REAL ESTATE SOCIETA' CONSORTILE
PER AZIONI
51,00
GENOVA 1 ASPRA FINANCE SPA ..
BANCO DI SICILIA SPA ..
FINECO CREDIT S.P.A. ..
FINECOBANK SPA ..

NAME MAIN OFFICE
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
TYPE
OF OWNERSHIP RELATIONSHIP VOTING
RELATI
ONSHIP
(1)
HELD BY
PIONEER INVESTMENT MANAGEMENT
SOC. DI GESTIONE DEL RISPARMIO
PER AZ
S+R INVESTIMENTI E GESTIONI
(S.G.R.) SPA
SOFIPA SOCIETA' DI GESTIONE DEL
RISPARMIO (SGR) S.P.A.
UNICREDIT AUDIT SOCIETA'
CONSORTILE PER AZIONI
HOLDIN
G %
UNICREDIT BANCA DI ROMA SPA ..
UNICREDIT BANCA SPA ..
UNICREDIT BANCASSURANCE
MANAGEMENT & ADMINISTRATION
SOCIETA' CONSORTILE A
RESPONSABILITA' LIMITATA
UNICREDIT BUSINESS PARTNER
SOCIETA' CONSORTILE PER AZIONI
UNICREDIT CORPORATE BANKING
SPA
UNICREDIT FACTORING SPA ..
UNICREDIT FAMILY FINANCING BANK
SPA
UNICREDIT GLOBAL INFORMATION
SERVICES SOCIETA CONSORTILE PER
AZIONI
UNICREDIT MEDIOCREDITO
CENTRALE S.P.A.
UNICREDIT PRIVATE BANKING SPA ..
UNICREDIT SPA 100,00
UNIMANAGEMENT SRL ..
UNICREDIT RENT D.O.O. BEOGRAD BELGRADO 1 UNICREDIT LEASING (AUSTRIA) GMBH 100,00
UNICREDIT SECURITIES INTERNATIONAL
LIMITED
NICOSIA 1 AI BETEILIGUNG GMBH 100,00
UNICREDIT TECHRENT LEASING GMBH WIEN 1 BETEILIGUNGSVERWALTUNGSGESELL
SCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GMBH
128
..
..
..
..
..
..
..
..
..
..
99,00
UNICREDIT LEASING (AUSTRIA) GMBH 1,00
UNICREDIT TIRIAC BANK S.A. BUCHAREST 1 ARNO GRUNDSTUCKSVERWALTUNGS
GESELLSCHAFT M.B.H.
UNICREDIT ZAVAROVALNO ZASTOPINSKA
DRUZBA DOO
UNICREDIT ZEGA LEASING-GESELLSCHAFT
M.B.H.
UNICREDIT-LEASING HOMONNA
INGATLNHASZNOSITO KFT
BANK AUSTRIA-CEE BETEILIGUNGS
GMBH
BETEILIGUNGSVERWALTUNGSGESELL
SCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GMBH
0,01
0,01
0,01
UNICREDIT BANK AUSTRIA AG 50,56
UNICREDIT LEASING (AUSTRIA) GMBH 0,01
UNICREDIT LEASING ROMANIA IFN S.A. ..
LJUBLJANA 4 UNICREDIT GLOBAL LEASING
VERSICHERUNGSSERVICE GMBH
WIEN 1 BETEILIGUNGSVERWALTUNGSGESELL
SCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GMBH
100,00
BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
UNICREDIT-LEASING HOSPES KFT BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
UNICREDIT-LEASING NEPTUNUS KFT BUDAPEST 1 UNICREDIT LEASING S.P.A. 96,35
UNICREDIT-LEASING SATURNUS KFT BUDAPEST 1 UNICREDIT LEASING S.P.A. 100,00
UNICREDITO ITALIANO CAPITAL TRUST I NEWARK 1 UNICREDIT - GRAN BRETAGNA 100,00
RIGHTS
(2)
(3)
99,80 100,00

NAME MAIN OFFICE
129
>> Condensed Consolidated Financial Statements
Part A) – Accounting Policies
TYPE
OF OWNERSHIP RELATIONSHIP VOTING
RELATI
ONSHIP
(1)
HELD BY
HOLDIN
G %
UNICREDITO ITALIANO CAPITAL TRUST II NEWARK 1 UNICREDIT - GRAN BRETAGNA 100,00
UNICREDITO ITALIANO CAPITAL TRUST III NEWARK 1 UNICREDITO ITALIANO FUNDING LLC
III
UNICREDITO ITALIANO CAPITAL TRUST IV NEWARK 1 UNICREDITO ITALIANO FUNDING LLC
IV
UNICREDITO ITALIANO FUNDING LLC I DOVER 1 UNICREDIT - GRAN BRETAGNA 100,00
UNICREDITO ITALIANO FUNDING LLC II DOVER 1 UNICREDIT - GRAN BRETAGNA 100,00
UNICREDITO ITALIANO FUNDING LLC III DELAWARE 1 UNICREDIT SPA 100,00
UNICREDITO ITALIANO FUNDING LLC IV DELAWARE 1 UNICREDIT SPA 100,00
UNIMANAGEMENT SRL TORINO 1 UNICREDIT SPA 100,00
UNIVERSALE BUCHHOLZ GBR BERLIN 1 UNIVERSALE INTERNATIONAL
GESELLSCHAFT M.B.H.
UNIVERSALE INTERNATIONAL GESELLSCHAFT
M.B.H.
WIEN 1 UNIVERSALE INTERNATIONAL
REALITATEN GMBH
UNIVERSALE INTERNATIONAL POLAND SP.ZO.O. WARSAW 1 UNIVERSALE INTERNATIONAL
GESELLSCHAFT M.B.H.
UNIVERSALE INTERNATIONAL
PROJEKTMANAGEMENT GMBH
UNIVERSALE INTERNATIONAL
PROJEKTSZERVEZESI KFT.
UNIVERSALE INTERNATIONAL REALITATEN
GMBH
UNIVERSALE INTERNATIONAL SPOL S.R.O.,
PRAG
UNIVERSALE INTERNATIONAL
REALITATEN GMBH
BERLIN 1 UNIVERSALE INTERNATIONAL
GESELLSCHAFT M.B.H.
BUDAPEST 1 UNIVERSALE INTERNATIONAL
GESELLSCHAFT M.B.H.
UNIVERSALE INTERNATIONAL
REALITATEN GMBH
100,00
100,00
100,00
100,00
99,57
0,43
100,00
WIEN 1 UNICREDIT BANK AUSTRIA AG 100,00
PRAGUE 1 UNIVERSALE INTERNATIONAL
GESELLSCHAFT M.B.H.
UPI POSLOVNI SISTEM DOO SARAJEVO 1 UNICREDIT BANK DD 48,80
RIGHTS
(2)
99,70 99,69
0,30 0,31
100,00
ZANE BH DOO 20,63
V.M.G. VERMIETUNGSGESELLSCHAFT MBH MUNICH 1 H.F.S. HYPO-FONDSBETEILIGUNGEN
FUR SACHWERTE GMBH
VANDERBILT CAPITAL ADVISORS LLC NEW YORK 1 PIONEER INSTITUTIONAL ASSET
MANAGEMENT INC
VAPE COMMUNA LEASINGGESELLSCHAFT M.B.H. WIEN 1 BETEILIGUNGSVERWALTUNGSGESELL
SCHAFT DER BANK AUSTRIA
CREDITANSTALT LEASING GMBH
100,00
100,00
UNICREDIT LEASING (AUSTRIA) GMBH 25,00
WEALTH MANAGEMENT CAPITAL HOLDING GMBH MUNICH 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
WEALTHCAP INITIATOREN GMBH HAMBURGO 1 WEALTH MANAGEMENT CAPITAL
HOLDING GMBH
WEALTHCAP INVESTORENBETREUUNG GMBH MUNICH 1 H.F.S. HYPO-FONDSBETEILIGUNGEN
FUR SACHWERTE GMBH
WEALTHCAP PEIA MANAGEMENT GMBH MUNICH 1 BAYERISCHE HYPO- UND
VEREINSBANK AG
WEALTH MANAGEMENT CAPITAL
HOLDING GMBH
WEALTHCAP REAL ESTATE MANAGEMENT GMBH MUNICH 1 H.F.S. HYPO-FONDSBETEILIGUNGEN
FUR SACHWERTE GMBH
WED DONAU- CITY GMBH WIEN 1 WED WIENER
ENTWICKLUNGSGESELLSCHAFT FUR
DEN DONAURAUM
AKTIENGESELLSCHAFT
WED HOLDING GESELLSCHAFT M.B.H. WIEN 4 UNICREDIT BANK AUSTRIA AG 48,06
WED WIENER ENTWICKLUNGSGESELLSCHAFT
FUR DEN DONAURAUM AKTIENGESELLSCHAFT
WOM GRUNDSTUCKSVERWALTUNGS-
GESELLSCHAFT M.B.H.
74,80 75,00
100,00
100,00
100,00
6,00
94,00
100,00
100,00
WIEN 1 UNICREDIT BANK AUSTRIA AG 38,00
WED HOLDING GESELLSCHAFT M.B.H. 62,00
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
(3)

NAME MAIN OFFICE
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
TYPE
OF OWNERSHIP RELATIONSHIP VOTING
RELATI
ONSHIP
(1)
HELD BY
HOLDIN
G %
XELION DORADCY FINANSOWI SP. ZOO WARSAW 1 BANK PEKAO SA 50,00
Z LEASING ALFA IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
Z LEASING ARKTUR IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
Z LEASING AURIGA IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
Z LEASING CORVUS IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
Z LEASING DORADO IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
Z LEASING DRACO IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
Z LEASING GAMA IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
Z LEASING GEMINI IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
Z LEASING HEBE IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
Z LEASING HERCULES IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
Z LEASING IPSILON IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
Z LEASING ITA IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
Z LEASING JANUS IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
Z LEASING KALLISTO IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
Z LEASING KAPA IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
Z LEASING KSI IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
Z LEASING LYRA IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
Z LEASING NEREIDE IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
Z LEASING OMEGA IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
Z LEASING PERSEUS IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
Z LEASING POLLUX IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
Z LEASING RIGEL IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
Z LEASING SCORPIUS IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
Z LEASING SIRIUS IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
Z LEASING TAURUS IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
Z LEASING VENUS IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
Z LEASING VOLANS IMMOBILIEN LEASING
GESELLSCHAFT M.B.H.
UNICREDIT SPA 50,00
130
RIGHTS
(2)
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
WIEN 1 UNICREDIT GARAGEN ERRICHTUNG
UND VERWERTUNG GMBH
WIEN 1 BA EUROLEASE
BETEILIGUNGSGESELLSCHAFT M.B.H.
WIEN 1 CALG GRUNDSTUCKVERWALTUNG
GMBH
WIEN 1 GALA GRUNDSTUCKVERWALTUNG
GESELLSCHAFT M.B.H.
99,80 100,00
99,80 100,00
99,80 100,00
99,80 100,00
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
WIEN 1 UNICREDIT GARAGEN ERRICHTUNG
UND VERWERTUNG GMBH
WIEN 1 GEBAUDELEASING
GRUNDSTUCKSVERWALTUNGSGESEL
LSCHAFT M.B.H.
WIEN 1 UNICREDIT GARAGEN ERRICHTUNG
UND VERWERTUNG GMBH
WIEN 1 UNICREDIT GARAGEN ERRICHTUNG
UND VERWERTUNG GMBH
WIEN 1 GALA GRUNDSTUCKVERWALTUNG
GESELLSCHAFT M.B.H.
WIEN 1 GALA GRUNDSTUCKVERWALTUNG
GESELLSCHAFT M.B.H.
99,80 100,00
99,80 100,00
99,80 100,00
99,80 100,00
99,80 100,00
99,80 100,00
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
WIEN 1 GALA GRUNDSTUCKVERWALTUNG
GESELLSCHAFT M.B.H.
WIEN 1 GALA GRUNDSTUCKVERWALTUNG
GESELLSCHAFT M.B.H.
WIEN 1 GALA GRUNDSTUCKVERWALTUNG
GESELLSCHAFT M.B.H.
99,80 100,00
99,80 100,00
99,80 100,00
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
WIEN 1 UNICREDIT GARAGEN ERRICHTUNG
UND VERWERTUNG GMBH
WIEN 1 UNICREDIT BANK AUSTRIA AG 100,00
WIEN 1 UNICREDIT BANK AUSTRIA AG 100,00
99,80 100,00
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
WIEN 1 UNICREDIT BANK AUSTRIA AG 100,00
WIEN 1 BA EUROLEASE
BETEILIGUNGSGESELLSCHAFT M.B.H.
99,80 100,00
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
WIEN 1 UNICREDIT LEASING (AUSTRIA) GMBH 99,80 100,00
ZABA TURIZAM DOO ZAGREB 1 ZAGREBACKA BANKA DD 100,00
ZABA ULAGANJA D.D. ZA SAVJETOVANJE U
POSLOVANJU I UPRAVLJANJU
ZAGREB 1 ZAGREBACKA BANKA DD 100,00

NAME MAIN OFFICE
131
>> Condensed Consolidated Financial Statements
Part A) – Accounting Policies
TYPE
OF OWNERSHIP RELATIONSHIP VOTING
RELATI
ONSHIP
(1)
HELD BY
HOLDIN
G %
ZAGREB NEKRETNINE DOO ZAGREB 1 ZAGREBACKA BANKA DD 100,00
ZAGREBACKA BANKA DD ZAGREB 1 UNICREDIT BANK AUSTRIA AG 84,21
ZANE BH DOO SARAJEVO 1 ZAGREB NEKRETNINE DOO 100,00
ZAO IMB-LEASING MOSCOW 1 ZAO UNICREDIT BANK 100,00
ZAO LOCAT LEASING RUSSIA MOSCOW 1 OOO UNICREDIT LEASING 100,00
ZAO UNICREDIT BANK MOSCOW 1 UNICREDIT BANK AUSTRIA AG 100,00
ZB INVEST DOO ZAGREB 1 ZAGREBACKA BANKA DD 100,00
ZETA FUNF HANDELS GMBH WIEN 1 UNICREDIT BANK AUSTRIA AG 100,00
ZWEITE UNIPRO IMMOBILIEN-
PROJEKTIERUNGSGESELLSCHAFT M.B.H.
A.2 COMPANIES RECOGNISED USING
PROPORTIONATE CONSOLIDATION
BERLIN 1 UNIVERSALE INTERNATIONAL
PROJEKTMANAGEMENT GMBH
INFORMATIONS-TECHNOLOGIE AUSTRIA GMBH WIEN 7 ASSET MANAGEMENT GMBH ..
INFORMATIONS-TECHNOLOGIE AUSTRIA
GMBH
INFORMATIONS-TECHNOLOGIE AUSTRIA
GMBH
WIEN
PIONEER INVESTMENTS AUSTRIA
GMBH
100,00
WIEN UNICREDIT BANK AUSTRIA AG 49,99
KOC FINANSAL HIZMETLER AS ISTANBUL 7 UNICREDIT BANK AUSTRIA AG 50,00
ORBIT ASSET MANAGEMENT LIMITED HAMILTON 7 PIONEER ALTERNATIVE INVESTMENT
MANAGEMENT (BERMUDA) LIMITED
STICHTING CUSTODY SERVICES KBN AMSTERDAM 7 YAPI KREDI BANK NEDERLAND NV 40,90
UNICREDIT MENKUL DEGERLER AS ISTANBUL 7 KOC FINANSAL HIZMETLER AS 44,63
..
50,00
YAPI KREDI FINANSAL KIRALAMA AO ..
YAPI VE KREDI BANKASI AS 4,39
YAPI KREDI AZERBAIJAN BAKU 7 YAPI KREDI FINANSAL KIRALAMA AO 0,04
YAPI KREDI AZERBAIJAN BAKU YAPI KREDI YATIRIM MENKUL
DEGERLER AS
YAPI KREDI AZERBAIJAN BAKU YAPI VE KREDI BANKASI AS 40,82
YAPI KREDI BANK NEDERLAND NV AMSTERDAM 7 YAPI KREDI HOLDING BV 13,40
0,04
YAPI VE KREDI BANKASI AS 27,50
YAPI KREDI EMEKLILIK AS ISTANBUL 7 YAPI KREDI FAKTORING AS 0,02
YAPI KREDI SIGORTA AS 38,40
YAPI KREDI YATIRIM MENKUL
DEGERLER AS
0,02
YAPI VE KREDI BANKASI AS ..
YAPI KREDI FAKTORING AS ISTANBUL 7 YAPI KREDI FINANSAL KIRALAMA AO ..
YAPI KREDI FAKTORING AS ISTANBUL YAPI VE KREDI BANKASI AS 40,88
YAPI KREDI FINANSAL KIRALAMA AO ISTANBUL 7 YAPI KREDI FAKTORING AS ..
YAPI KREDI FINANSAL KIRALAMA AO ISTANBUL YAPI VE KREDI BANKASI AS 40,43
YAPI KREDI HOLDING BV AMSTERDAM 7 YAPI VE KREDI BANKASI AS 40,90
YAPI KREDI MOSCOW MOSCOW 7 YAPI KREDI FINANSAL KIRALAMA AO 0,06
YAPI KREDI MOSCOW MOSCOW YAPI VE KREDI BANKASI AS 40,83
YAPI KREDI PORTFOY YONETIMI AS BARBAROS 7 YAPI KREDI YATIRIM MENKUL
DEGERLER AS
35,70
YAPI VE KREDI BANKASI AS 5,17
YAPI KREDI SIGORTA AS ISTANBUL 7 YAPI KREDI FAKTORING AS 3,25
YAPI KREDI YATIRIM MENKUL
DEGERLER AS
4,90
RIGHTS
(2)

NAME MAIN OFFICE
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
TYPE
OF OWNERSHIP RELATIONSHIP VOTING
RELATI
ONSHIP
(1)
HELD BY
HOLDIN
G %
YAPI VE KREDI BANKASI AS 30,27
YAPI KREDI YATIRIM MENKUL DEGERLER AS ISTANBUL 7 YAPI KREDI FINANSAL KIRALAMA AO ..
YAPI VE KREDI BANKASI AS 40,89
YAPI KREDI YATIRIM ORTAKLIGI AS ISTANBUL 7 YAPI KREDI YATIRIM MENKUL
DEGERLER AS
18,39
YAPI VE KREDI BANKASI AS 4,54
YAPI VE KREDI BANKASI AS ISTANBUL 7 KOC FINANSAL HIZMETLER AS 40,90
A.3 COMPANIES VALUED AT EQUITY METHOD
AIRPLUS AIR TRAVEL CARD
VERTRIEBSGESELLSCHAFT M.B.H.
ALLIANZ ZB D.O.O. DRUSTVO ZA UPRAVLJANJE
DOBROVOLJNIM
ALLIANZ ZB D.O.O. DRUSTVO ZA UPRAVLJANJIE
OBVEZNIM
WIEN 8 DINERS CLUB CEE HOLDING AG 33,33
ZAGREB 8 ZAGREBACKA BANKA DD 49,00
ZAGREB 8 ZAGREBACKA BANKA DD 49,00
AVIVA SPA MILAN 8 UNICREDIT SPA 49,00
BANK FUR TIROL UND VORARLBERG
AKTIENGESELLSCHAFT
INNSBRUCK 8 CABET-HOLDING-
AKTIENGESELLSCHAFT
37,53
132
RIGHTS
(2)
UNICREDIT BANK AUSTRIA AG 9,85 4,93
BANQUE DE COMMERCE ET DE PLACEMENTS SA GINEVRA 8 YAPI VE KREDI BANKASI AS 30,67
BKS BANK AG (EHEM.BANK FUR KARNTEN UND
STEIERMARK AG)
CA IMMOBILIEN ANLAGEN
AKTIENGESELLSCHAFT
KLAGENFURT 8 CABET-HOLDING-
AKTIENGESELLSCHAFT
28,01 29,93
UNICREDIT BANK AUSTRIA AG 8,02 7,36
WIEN 8 UNICREDIT BANK AUSTRIA AG 11,17
CAPITALIA ASSICURAZIONI S.P.A. MILAN 8 UNICREDIT SPA 49,00
CENTRAL POLAND FUND LLC DELAWARE 1 BANK PEKAO SA 53,19
CNP UNICREDIT VITA S.P.A. MILAN 8 UNICREDIT SPA 38,80
COMPAGNIA ITALPETROLI S.P.A. ROME 8 UNICREDIT CORPORATE BANKING
SPA
CONSORZIO SE.TEL. SERVIZI TELEMATICI IN
LIQUIDAZIONE
49,00
NAPOLI 8 QUERCIA SOFTWARE SPA 33,33
CREDITRAS ASSICURAZIONI SPA MILAN 8 UNICREDIT SPA 50,00
CREDITRAS VITA SPA MILAN 8 UNICREDIT SPA 50,00
DA VINCI S.R.L. ROME 8 FONDO SIGMA 25,00
EUROPROGETTI & FINANZA S.P.A. IN
LIQUIDAZIONE
ROME 8 UNICREDIT MEDIOCREDITO
CENTRALE S.P.A.
FIDIA SGR SPA MILAN 8 UNICREDIT SPA 50,00
G.B.S. - GENERAL BROKER SERVICE S.P.A. ROME 8 UNICREDIT SPA 20,00
KRAJOWA IZBA ROZLICZENIOWA SA WARSAW 8 BANK PEKAO SA 34,44
MALGARA FINANZIARIA SRL TREVISO 8 UNICREDIT CORPORATE BANKING
SPA
MEDIOBANCA BANCA DI CREDITO FINANZIARIO
SPA
39,79
49,00
MILAN 8 UNICREDIT SPA 8,66
NOTARTREUHANDBANK AG WIEN 8 UNICREDIT BANK AUSTRIA AG 25,00
NUOVA TEATRO ELISEO S.P.A. ROME 8 UNICREDIT SPA 41,01
OAK RIDGE INVESTMENT LLC WILMINGTON 8 PIONEER INSTITUTIONAL ASSET
MANAGEMENT INC
OBERBANK AG LINZ 8 CABET-HOLDING-
AKTIENGESELLSCHAFT
49,00
29,15 32,78
UNICREDIT BANK AUSTRIA AG 4,19 1,47

NAME MAIN OFFICE
133
>> Condensed Consolidated Financial Statements
Part A) – Accounting Policies
TYPE
OF OWNERSHIP RELATIONSHIP VOTING
RELATI
ONSHIP
(1)
HELD BY
HOLDIN
G %
OESTERREICHISCHE CLEARINGBANK AG WIEN 8 UNICREDIT BANK AUSTRIA AG 18,51
OESTERREICHISCHE KONTROLLBANK
AKTIENGESELLSCHAFT
OSTERREICHISCHE HOTEL- UND
TOURISMUSBANK GESELLSCHAFT M.B.H.
WIEN 8 CABET-HOLDING-
AKTIENGESELLSCHAFT
SCHOELLERBANK
AKTIENGESELLSCHAFT
24,75
8,26
UNICREDIT BANK AUSTRIA AG 16,14
WIEN 8 UNICREDIT BANK AUSTRIA AG 50,00
PAYLIFE BANK GMBH WIEN 8 EUROVENTURES-AUSTRIA-CA-
MANAGEMENT GESMBH
5,78
UNICREDIT BANK AUSTRIA AG 13,59
PIRELLI PEKAO REAL ESTATE SP. Z O.O. WARSAW 8 BANK PEKAO SA 25,00
RAMIUS FUND OF FUNDS GROUP LLC DELAWARE 8 HVB ALTERNATIVE ADVISORS LLC 50,00
S.S.I.S. - SOCIETA SERVIZI INFORMATICI
SAMMARINESE SPA
BORGO
MAGGIORE
8 BANCA AGRICOLA COMMERCIALE
DELLA R.S.M. S.P.A.
SE.TE.SI. SERVIZI TELEMATICI SICILIANI S.P.A. PALERMO 8 UNICREDIT SPA 40,49
SOCIETA' GESTIONE PER IL REALIZZO SPA IN
LIQUIDAZIONE
ROME 8 IRFIS - MEDIOCREDITO DELLA SICILIA
S.P.A.
50,00
0,05
UNICREDIT SPA 26,38
SVILUPPO GLOBALE GEIE ROME 8 UNICREDIT SPA 25,00
TORRE SGR S.P.A. RM 8 PIONEER INVESTMENT MANAGEMENT
SOC. DI GESTIONE DEL RISPARMIO
PER AZ
UNICREDIT (SUISSE) TRUST SA LUGANO 1 UNICREDIT (SUISSE) BANK SA 100,00
UNICREDIT (U.K.) TRUST SERVICES LTD LONDON 1 UNICREDIT PRIVATE BANKING SPA 100,00
UNICREDIT AUDIT (IRELAND) LTD DUBLIN 1 UNICREDIT AUDIT SOCIETA'
CONSORTILE PER AZIONI
YAPI KREDI KORAY GAYRIMENKUL YATIRIM
ORTAKLIGI AS
(1) Type of relationship:
1 = majority of voting rights at ordinary shareholders’ meeting
2 = dominant influence at ordinary shareholders’ meeting
3 = agreements with other shareholders
4 = other types of control
5 = centralised management pursuant to paragraph 1 of art. 26 of “Legislative decree 87/92”
6 = centralised management pursuant to paragraph 2 of art. 26 of “Legislative decree 87/92”
7 = joint control
8 = associate company
37,50
100,00
ISTANBUL 8 YAPI VE KREDI BANKASI AS 30,45
(2) Voting rights available in general meeting. Voting rights are disclosed only if different from the percentage of ownership.
(3) Compliant with SIC 12 the company is fully consolidated by.
Besides above-mentioned companies, there are companies totally controlled and under significant influence valued at cost.
RIGHTS
(2)

Section 4 – Subsequent Events
No events that would have necessitated adjustments to the results given in the Consolidated Interim Report as at September
30, 2009 have occurred.
As noted in greater detail in the Interim Report on Operations, we however report that:
� Effective October 28, 2009 Bank Privat and Asset Management GmbH, wholly owned by Bank Austria, have been
absorbed by Bank Austra.
� In October 2009, having received the necessary authorisations from the regulators, HVB acquired 100% of
NewSmith Capital Partners for a total price of around €60 million.
Section 5 – Other Matters
In the first nine months of 2009 the following principles and accounting interpretations became effective:
- IAS 1: Presentation of Financial Statements (transposed into EC regulation 1274/2008);
- IAS 23: Borrowing costs (EC regulation 1260/2008);
- Amendments to IAS 32: Financial Instruments – Disclosure and Presentation and to IAS1: Presentation of Financial
Statements – Puttable Financial Instruments and Obligations Arising on Liquidation (EC regulation 53/2009);
- Amendments to IFRS 1: First-time Adoption of International Financial Reporting Standards and to IAS 27:
Consolidated and Separate Financial Statements – Cost of an Investment in a Subsidiary, Jointly-Controlled Entità
or Associate (EC regulation 69/2009);
- Amendments to IFRS 2: Share-Based Payment (EC regulation 1261/2008);
- IFRS 8: Operating Segments (EC regulation 1358/2007);
- IFRIC 13: Customer Loyalty Programmes (EC regulation 1262/2008);
- IFRIC 14: The limit of a Defined Benefit Asset, Minimum Funding Requirements and their Interaction (EC regulation
1263/2008).
- Amendments to IAS 39 and IFRS 7: Reclassification of Financial Assets – Effective Date and Transition (Reg. CE
824/2009).
For information on the adoption of the Comprehensive Income Statement under the revised IAS 1 Presentation of financial
statements please see Section 2 above – Preparation Criteria. The coming into force of IFRS 8 “Operating Segments” has not
had any effect on Segment Reporting (Part D of the Notes to the Accounts), since the criteria underlying the preparation of
the financial disclosure, which were determined by the replaced IAS 14, are the same as those used for reporting provided to
the chief operating decision maker, as required by the new Standard. The coming into force of the other mentioned standards
or interpretations has not affected the consolidated balance sheet or income statement.
The European Commission also transposed some accounting principles which have become effective after September 30,
2009, for which the Group did not avail itself of the possibility to implement them in advance:
- Improvements to IFRSs (EC regulation 70/2009);
- IAS 27: Consolidated and Separate Financial Statements (EC regulation 494/2009);
- Amendments to IAS 39: Financial Instruments – Recognition and Measurements - Eligible Hedged Items(EC
regulation 839/2009);
- IFRS 3: Business Combinations (EC regulation 495/2009);
- IFRIC 12: Service Concession Arrangements (EC regulation 254/2009);
- IFRIC 15: Agreement for the Construction of Real Estate (EC regulation 636/2009);
- IFRIC 16: Hedges of a Net Investment in a Foreign Operation (EC regulation 460/2009);
The required changes are under examination. We do not in any case believe that these standards will have any significant
impact on our income statement or balance sheet.
As at September 30, 2009 the IASB had issued or reviewed the following accounting principles:
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
134

135
- IFRS 1: First-time adoption of IFRSs;
- Amendments to IFRS 7: Improving Disclosures about Financial Instruments;
- Amendments to IFRIC 9 and to IAS 39: Embedded Derivatives;
- IFRIC 17: Distributions of Non-Cash Assets to Owners;
- IFRIC 18: Transfers of Assets from Customers;
- Amendments to IFRS 2: Group Cash-settled Share-based Payment Transactions;
- Amendments to IFRS 1: Additional Exempions for First-time adopters
>> Condensed Consolidated Financial Statements
Part A) – Accounting Policies
However, the adoption of these principles by the Group is subject to transposition thereof by the European Union.
Starting from opening balances as at December 31, 2008, exchange differences relating to net foreign investments
(subsidiaries, associates or joint ventures) have been reclassified in Group equity as ‘exchange differences’ in item 140
Valuation Reserves. These exchange differences were previously recognized as ‘other retained profit’ in item 170 Reserves.
For the sake of comparability we have therefore restated the December 2008 balance-sheet figures, the notes to the
accounts and the statement of changes to shareholders’ equity (in the case of the latter, also figures as at September 30,
2008) to take these effects into account.
The Consolidated Interim Report as at September 30, 2009 was approved by the Board of Directors on November 10, 2009,
which also authorised publication of the essential data.
The whole document is lodged with the competent offices and entities as required by law.
A2) The Main Items of the Accounts
With regard to the classification and valuation of the main items, please refer to Part A 2) of the Notes to the Consolidated
Accounts as at December 31, 2008. No changes have been made to these principles.
A3) Reclassified Financial Assets
Please see Introduction – Prefatory Note - Reclassified financial assets (see page 10).

136

137
>> Condensed Consolidated Financial Statements
Explanatory Notes
Part B) Consolidated Balance Sheet
Part B) Consolidated Balance Sheet ..................................................................138
Assets......................................................................................................................................... 138
Section 2 – Financial assets held for trading – Item 20 .......................................................... 138
Section 3 – Financial assets at fair value through profit or loss – Item 30 .............................. 139
Section 4 – Available for sale financial assets – Item 40 ........................................................ 139
Section 5 – Held-to-maturity investments – Item 50 ............................................................... 140
Section 6 – Loans and receivables with banks – Item 60 ....................................................... 140
Section 7 – Loans and receivables with customers – Item 70 ................................................ 141
Section 12 – Property, plant and equipment – Item 120 ........................................................ 142
Section 13 – Intangible Assets – Item 130............................................................................. 143
Section 15 – Non-current assets and disposal groups classified as held for sale – Item 150
(assets) and 90 (liabilities) ...................................................................................................... 146
Liabilities .................................................................................................................................... 147
Section 1 – Deposits from banks – Item 10 ............................................................................ 147
Section 2 – Deposits from customers – Item 20 ..................................................................... 147
Section 3 – Debt securities in issue – Item 30 ........................................................................ 148
Section 4 – Financial liabilities held for trading – Item 40 ....................................................... 148
Section 5 – Financial liabilities at fair value through profit or loss – Item 50........................... 149
Section 12 – Provisions for risks and charges – Item 120 ...................................................... 149
Section 15 – Shareholders’ Equity Group – Items 140, 170, 180, 190, 200 and 220 ............. 150

Part B) Consolidated Balance Sheet
(Amounts in thousands of €)
Assets
Section 2 – Financial assets held for trading – Item 20
In H1 2009 financial assets with a carrying value of €8,384,317 at September 30, 2009, almost entirely consisting of
government, public sector, corporate and financial institutions’ bonds (some of the last-named being guaranteed) and
Covered Bonds and Pfandbriefe (OBGs), were reclassified to items 60 Loans and receivables with banks and 70 Loans and
receivables with customers (see also Prefatory Note- Reclassified financial assets – page 10).
The derivatives item decrease was mainly due to the fluctuations in market prices (e.g. interest rates, exchange rates, share
prices, etc.) especially in Q2 2009.
2.1 Financial assets held for trading: product breakdown
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
12.31.2008
ITEMS/VALUES LISTED UNLISTED TOTAL TOTAL
A) Financial assets (non-derivatives)
1. Debt securities 28,125,994 2,500,261 30,626,255 54,710,561
2. Equity instruments 5,765,386 36,621 5,802,007 4,827,879
3. Units in investment funds 958,438 1,091,100 2,049,538 2,561,564
4. Loans - 9,067,324 9,067,324 13,847,311
5. Impaired assets 1,124 13 1,137 1,562
6. Assets sold but not derecognised 10,118,759 - 10,118,759 8,403,371
Total (A) 44,969,701 12,695,319 57,665,020 84,352,248
B) Derivative instruments
AMOUNTS AS AT
09.30.2009
1. Financial derivatives 6,018,087 76,069,198 82,087,285 101,361,425
2. Credit derivatives - 5,766,580 5,766,580 19,176,215
Total (B) 6,018,087 81,835,778 87,853,865 120,537,640
Total (A+B) 50,987,788 94,531,097 145,518,885 204,889,888
Financial assets are classified as listed if they have a price in an active market, otherwise they are unlisted. Listed derivates are only those
listed on an organized market.
138

139
CONSOLIDATED FIRST HALF FINANCIAL REPORT
AS AT JUNE 30, 2009
AS AT JUNE 30, 2009
>> Condensed Consolidated Financial Statements
Part B) – Consolidated Balance Sheet – Assets
Section 3 – Financial assets at fair value through profit or loss –
Item 30
3.1 Financial assets at fair value through profit or loss: product breakdown
09.30.2009
AMOUNTS AS AT
12.31.2008
ITEMS/VALUES LISTED UNLISTED TOTAL TOTAL
1. Debt securities 10,799,525 529,058 11,328,583 12,096,394
2. Equity securities 3,823 47,796 51,619 62,765
3. Units in investment funds 338,646 197,395 536,041 596,501
4. Loans - 2,552,869 2,552,869 2,880,162
5. Impaired assets - 53,689 53,689 -
6. Assets sold but not
derecognised - - - -
Total 11,141,994 3,380,807 14,522,801 15,635,822
Financial assets are classified as listed if they have a price in an active market; otherwise they are considered unlisted.
Section 4 – Available for sale financial assets – Item 40
In H1 2009 Other debt instruments with a carrying value of €173,700 at September 30, 2009 were reclassified to items
70 Loans and receivables with customers (see also Prefatory Note Reclassified financial assets – page 10).
4.1 Available-for-sale financial assets: product breakdown
09.30.2009
AMOUNTS AS AT
12.31.2008
ITEMS/VALUES LISTED UNLISTED LISTED UNLISTED
1. Debt securities 22,204,628 4,836,445 17,912,535 4,147,346
2. Equity instruments 2,111,885 2,171,518 1,806,420 3,086,055
2.1 Measured at fair value 2,104,186 961,772 1,797,372 1,349,428
2.2 Carried at cost 7,699 1,209,746 9,048 1,736,627
3. Units in investment funds 250,733 1,076,428 157,033 1,114,040
4. Loans - 101,494 - 101,711
5. Impaired assets 52,420 643,367 71,099 222,081
6. Assets sold but not derecognised 1,587,926 - 81,604 366
Total 26,207,592 8,829,252 20,028,691 8,671,599
Financial assets are classified as listed if they have a price in an active market; otherwise they are considered unlisted.

Section 5 – Held-to-maturity investments – Item 50
The reduction in HtM investments was substantially attributable to the repayment of 2,220,000 debt securities held by
UniCredit S.p.A. due to the end of the loan contract.
The item includes reclassified financial assets for a carrying amount of €147,383 at September 30, 2009 (see also Prefatory
Note Reclassified financial assets – page 10).
5.1 Held-to-maturity investments: product breakdown
TYPE OF TRANSACTIONS/VALUES 09.30.2009 12.31.2008
1. Debt securities 12,571,658 15,041,473
2. Loans - -
3. Impaired assets- 70
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
AMOUNTS AS AT
4. Asset sold but not derecognised 1,485,012 1,840,907
Total (carrying amount) 14,056,670 16,882,450
Section 6 – Loans and receivables with banks – Item 60
The item includes financial assets (mainly Other debt instruments including Covered Bonds and Pfandbriefe) with a carrying
value of €9,308,809 at September 30, 2009 reclassified from items 20 Held-for-trading financial assets (€9,007,005) and 40
Available-for-sale financial assets (€301,804) (see also Prefatory Note Reclassified financial assets – page 10).
6.1 Loans and receivables with banks: product breakdown
AMOUNTS AS AT
TYPE OF TRANSACTIONS/VALUES 09.30.2009 12.31.2008
A. Loans to Central Banks 18,958,392 21,044,846
1. Time deposits 397,734 257,122
2. Compulsory reserves 16,998,611 17,608,180
3. Repos 887,078 2,702,557
4. Other 674,969 476,987
B. Loans to Banks 78,329,798 59,782,106
1. Current accounts and demand deposits 19,776,512 15,749,139
2. Time deposits 6,573,506 13,801,674
3. Other loans 40,324,604 23,443,946
3.1 Repos 30,637,355 10,854,627
3.2 Finance leases 3,530 4,998
3.3 Other 9,683,719 12,584,321
4. Debt securities 11,221,196 6,699,733
4.1 Structured - 480
4.2 Other 11,221,196 6,699,253
5. Impaired assets 432,304 85,291
6. Assets sold not derecognised 1,676 2,323
Total (carrying amount) 97,288,190 80,826,952
140

141
CONSOLIDATED FIRST HALF FINANCIAL REPORT
AS AT JUNE 30, 2009
AS AT JUNE 30, 2009
>> Condensed Consolidated Financial Statements
Part B) – Consolidated Balance Sheet – Assets
Section 7 – Loans and receivables with customers – Item 70
The item includes financial assets (mainly non-derivative asset backed securities and government, public sector, corporate
and financial institutions’ bonds) with a carrying value of €12,916,259 at September 30, 2009 reclassified from items 20 Held-
for-trading financial assets (€12,460,859) and 40 Available-for-sale financial assets (€455,400) (see also Prefatory Note –
Reclassified financial assets - page 10).
Furthermore, item 8.2 “Other Debt Securities” includes € 418,845 arising from the “Trevi Finance”, “Trevi Finance 2” and
“Trevi Finance 3” securitization transactions, in respect of which the underlying assets were not re-recognized in the
accounts, since the transactions date from before January 1, 2002. The assets underlying these securitization transactions
are non-performing loans, which book value was €1,088,916 at September 30, 2009, whereas their face value was €
4,701,000.
7.1 Loans and receivables with customers: product breakdown
TYPE OF TRANSACTIONS/VALUES 09.30.2009 12.31.2008
1. Current accounts 58,163,261 63,794,080
2. Repos 4,896,106 9,717,136
3. Mortgages 145,547,524 160,196,236
4. Credit cards and personal loans, incl. loans guaranteed by salary 18,531,556 20,298,155
5. Finance leases 20,182,185 22,035,723
6. Factoring 3,982,939 4,344,106
7. Other transactions 197,190,983 225,607,297
8. Debt securities 16,457,689 14,989,662
8.1 Structured securities 34,366 400,267
8.2 Other debt securities 16,423,323 14,589,395
9. Impaired assets 26,314,276 19,480,638
AMOUNTS AS AT
10. Assets sold but not derecognised 74,190,259 72,017,380
Total (carrying amount) 565,456,778 612,480,413
Approximately sixty percent of the total sum of Other transactions is attributable to loans to ordinary customers for advance payments, pool
transactions and non-current account loans.

Section 12 – Property, plant and equipment – Item 120
12.1 Property, plant and equipment assets: breakdown of assets carried at cost
ASSETS/VALUES 09.30.2009 12.31.2008
A. Assets for operational use
1.1 Owned 8,870,217 9,122,398
a) Land 1,878,217 2,236,861
b) Buildings 4,043,117 4,369,518
c) Office furniture and fittings 266,274 287,440
d) Electronic systems 752,947 813,889
e) Other 1,929,662 1,414,690
1.2 acquisite in leasing finanziario 161,316 138,067
a) Land 2,801 2,801
b) Buildings 48,944 49,897
c) Office furniture and fittings 228 1,677
d) Electronic systems 3,488 7,214
e) Other105,855 76,478
Total A 9,031,533 9,260,465
B. Held-for-investment assets
2.1 Owned 1,514,064 1,367,440
a) Land 611,065 630,757
b) Buildings 902,999 736,683
2.2 Leased 202 210
a) Land - -
b) Buildings 202 210
Total B 1,514,266 1,367,650
Total (A+B) 10,545,799 10,628,115
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
AMOUNTS AS AT
12.2 Tangible assets: breakdown of assets designated at fair value or revalued
ASSETS/VALUES 09.30.2009 12.31.2008
A. Assets for operational use
1.1 Owned - -
a) Land - -
b) Buildings - -
c) Office furniture and fittings - -
d) Electronic Systems - -
e) Other - -
1.2 Leased - -
a) Land - -
b) Buildings - -
c) Office furniture and fittings - -
d) Electronic Systems - -
e) Other - -
Total A - -
B. Held-for-investment assets
2.1 Owned1,259,558 1,307,336
a) Land 293,964 315,427
b) Buildings 965,594 991,909
2.2 Leased - -
a) Land - -
b) Buildings - -
Total B 1,259,558 1,307,336
Total (A+B) 1,259,558 1,307,336
AMOUNTS AS AT
142

Section 13 – Intangible Assets – Item 130
13.1 Intangible assets: breakdown - Item 130
A.1 Goodwill:X 20,381,031 X 20,888,714
143
CONSOLIDATED FIRST HALF FINANCIAL REPORT
AS AT JUNE 30, 2009
AS AT JUNE 30, 2009
>> Condensed Consolidated Financial Statements
Part B) – Consolidated Balance Sheet – Assets
Durata Limitata Durata Illimitata Durata Limitata Durata Illimitata
A.1.1 attributable to the Group X 20,381,031 X 20,888,714
A.1.2 attributable to minorities X - X -
A.2 Other intangible assets: 4,196,223 1,062,681 4,514,703 1,078,500
A.2.1 Assets carried at cost: 4,196,223 1,062,681 4,514,703 1,078,500
a) Intangible assets generated internally 370,040 - 391,455 -
b) Other assets 3,826,183 1,062,681 4,123,248 1,078,500
A.2.2 Assets valued at fair value: - - - -
a) Intangible assets generated internally - - - -
b) Other assets - - - -
Total 4,196,223 21,443,712 4,514,703 21,967,214
AMOUNTS AS AT 09.30.2009 AMOUNTS AS AT 12.31.2008
A.1 Goodwill
(€ million)
Changes
First nine 2008
months 2009
Opening balance before PPA 19,115
Gross value 20,438
Accumulated permanent reductions -1,323
Completion of Capitalia Group Purchase Price
Allocation
Completion of ATON and ATF Group Purchase
Price Allocation
of which exchange differences:
- 1.275
- -49
- 1
Opening balance 20,889 20,341
Gross value 22,962 21,664
Accumulated permanent reductions -2,073 -1,323
Goodwill arising out of acquisitions made in the year - 2,176
Permanent reductions - -750
Disposals -45 -252
Net exchange differences -465 -744
Other change 2 118
Closing balance 20,381 20,889
Gross value 22,454 22,962
Accumulated permanent reductions -2,073 -2,073
In accordance with IFRS 3 and IAS 36, for the purposes of the impairment test goodwill was allocated to the following Group
business segments, identified as cash generating units (CGUs).

The CGU is the lowest level at which goodwill is monitored by the Group. Within the Central Eastern Europe (CEE) CGU,
further tests were carried out in respect of the individual countries of operation.
The allocation method took into consideration the synergies and expected results of the above areas.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
(€ million)
09.30.2009 12.31.2008
Retail 5.975 5.665
Corporate & Investment Banking (CIB) 6.696 6.751
of which:
ex MIB division 1.769 2.141
Private Banking 265 569
Asset Management 1.707 1.744
Central Eastern Europe (CEE) 4.237 4.575
of which:
JSC Ukrsotsbank (USB) 442 484
JFC ATF Bank (ATF) 737 968
Poland’s Markets 1.457 1.538
Parent Co. And other subsidiaries 44 47
Goodwil 20.381 20.889
Values at 30 September 2009 were adjusted in line with the changes in the operating entities that occurred during the period.
Goodwill impairment tests are carried out annually at each balance-sheet date (31 December) or whenever there is objective
evidence of events having occurred that might have reduced goodwill, in line with IAS 36.
It was not considered necessary to carry out further goodwill impairment tests as at 30 September 2009 in light of the
following:
� Goodwill impairment tests had already been carried out as at 30 June 2009 for the purposes of the first half report.
� No significant changes had been noted in the basic assumptions since 30 June 2009.
Accordingly, no write-downs of goodwill were recognized.
Goodwill impairment tests will be performed at the end of the 2009 financial year, to take account of any new information
concerning both parameters used for the impairment test and financial flows expected for CGUs in 2010 and subsequent
years.
The recoverable value of the Group’s CGUs is their value in use, calculated on the basis of future cash flow generated by
each CGU to which goodwill has been allocated. This cash flow is estimated on the basis of the 2008 – 2010 Strategic Plan
approved by the Board of Directors on 25 June 2008. The Strategic Plan is the result of a process which starts from the
Business managers and is agreed with the Group’s top management leading to final approval. When forming its forecasts
Management took the economic and market situation which arose in the second half of 2008 into account. Plans were
developed for all CGUs and countries.
144

The model used by UniCredit for the calculation of value in use is made up of three stages:
145
CONSOLIDATED FIRST HALF FINANCIAL REPORT
AS AT JUNE 30, 2009
AS AT JUNE 30, 2009
>> Condensed Consolidated Financial Statements
Part B) – Consolidated Balance Sheet – Assets
� For the period 2009-2010 the Three-Year Plan data was supplemented by the Group Budget approved by the Board of
Directors and the most recent forecasts for the 2009 year-end. For 2010 the figures have been prudentially adjusted by
Management on the basis inter alia of the forecasts for the 2009 year-end to take the changed economic situation into
account. In respect of USB and ATF this period is 2009-2013, the 2009 figures being as per forecast, those for 2010-
2011 taken from Management’s business plan and those for 2012-2013 taken from Management estimates made on the
basis of USB’s and ATF’s main performance indicators.
� For 2011-2018, expected cash flow was extrapolated from the Strategic Plan data supplemented as above where
necessary and by applying decreasing growth rates up to those of the terminal value.
� Terminal value was calculated using nominal growth rates of 2%. For USB and ATF terminal value was calculated
starting in 2014, using the 2% nominal growth rate.
Corporate assets, i.e. those used in ancillary and shared businesses were allocated to the CGUs to which they related, where
applicable. The recoverability of the value of the non-allocatable portion of these assets was determined at Group level.
A.2 Other intangible assets with an indefinite life
Impairment tests of the other intangible assets with an indefinite life – consisting mainly of brands – are carried out as part of
goodwill imparment testing by allocating their carrying value among the CGUs.
As noted in respect of goodwill, no value adjustments were found to be necessary at September 30, 2009.
This conclusion was borne out by a prime consultancy’s valuation, which confirmed the correctness of the carrying value of
the brands recognized in assets as at September 30, 2009. 1
The relief from royalty method was used for the above purpose.
The valuation of intangible assets with indefinite life - consisting of brands, as mentioned above - was made on the
assumption that these assets would be used in accordance with approved company plans in existence at the date of this
interim report as at September 30, 2009.
1 The valuation covered 93.6% of intangible assets with indefinite life recognized in assets at 30 September 2009, i.e. those
relating to HVB, Bank Austria, Banca di Roma, Banco di Sicilia and Fineco Bank.

Section 15 – Non-current assets and disposal groups
classified as held for sale – Item 150 (assets) and 90
(liabilities)
15.1 Non-current assets and disposal groups classified as held for sale: breakdown by type assets
A. Individual assets
A.1 Equity investments (2) 1,779
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
09.30.2009 12.31.2008
A.2 Property, Plant and Equipment 7,753 33,452
A.3 Intangible assets 3,683 -
A.4 Other non-current assets 37,286 6,135
Total A 48,720 41,366
B. Asset groups classified as held for sale
B.1 Financial assets held for trading - -
B.2 Financial assets at fair value through profit or loss - -
B.3 Available for sale financial assets 40,292 48,309
B.4 Held to maturity investments 15,387 15,114
B.5 Loans and receivables with banks 84 8
B.6 Loans and receivables with customers 460,723 861,040
B.7 Equity investments 249 422
B.8 Property, Plant and Equipment 11,498 26,617
B.9 Intangible assets 69 533
B.10 Other assets 13,186 36,929
Total B 541,488 988,972
C. Liabilities associated with assets classified as held for sale
C.1 Deposits 742 -
C.2 Securities - -
C.3 Other liabilities 19 4,344
Total C 761 4,344
D. Liabilities included in disposal groups classified as held for sale
D.1 Deposits from banks 2 25,007
D.2 Deposits from customers 267,238 270,035
D.3 Debt securities in issue - -
D.4 Financial liabilities held for trading - -
D.5 Financial liabilities at fair value through profit or loss - -
D.6 Provisions 10,674 22,390
D.7 Other liabilities 19,035 214,953
Total D 296,949 532,385
AMOUNTS AS AT
146

Liabilities
Section 1 – Deposits from banks – Item 10
147
CONSOLIDATED FIRST HALF FINANCIAL REPORT
AS AT JUNE 30, 2009
AS AT JUNE 30, 2009
>> Condensed Consolidated Financial Statements
Part B) – Consolidated Balance Sheet – Liabilities
The Loans also include liabilities relating to reverse repos executed using proprietary securities issued by Group companies,
which are eliminated from assets on consolidation.
Item “Deposits from banks” includes subordinated liabilities in the amount of €224.132 (€185.852 as at December 2008).
1.1 Deposits from banks: product breakdown
TYPE OF TRANSACTIONS/VALUES 09.30.2009 12.31.2008
1. Deposits from central banks 22,078,229 72,770,915
2. Deposits from banks 102,033,997 104,905,789
2.1 Current accounts and demand deposits 21,090,651 14,548,866
2.2 Time deposits 31,417,438 39,701,991
2.3 Loans 41,394,975 42,565,566
2.4 Liabilities in respect of commitments to repurchase treasury shares - -
2.5 Liabilities relating to assets sold but not derecognised 1,089,876 1,254,215
2.6 Other liabilities 7,041,057 6,835,151
Total 124,112,226 177,676,704
Section 2 – Deposits from customers – Item 20
AMOUNTS AS AT
The Loans also include liabilities relating to reverse repos executed using proprietary securities issued by Group companies,
which are eliminated from assets on consolidation.
Item “Deposits from customers” includes subordinated liabilities in the amount of €582.503 (€651.768 as at December 2008).
2.1 Deposits from customers: product breakdown
TYPE OF TRANSACTIONS/VALUES 09.30.2009 12.31.2008
1. Current accounts and demand deposits 207,034,983 197,010,486
2. Time deposits 96,217,093 107,816,978
3. Deposits received in administration 147,990 160,823
4. Loans 34,656,842 42,061,790
5. Liabilities in respect of commitments to repurchase treasury
shares 519,812 -
6. Liabilities relating to assets sold but not derecognised 13,759,944 16,911,268
7. Other liabilities 29,408,957 24,869,421
Total 381,745,621 388,830,766
AMOUNTS AS AT

Section 3 – Debt securities in issue – Item 30
3.1 Debt securities in issue: product breakdown
TYPE OF SECURITIES/VALUES 09.30.2009 12.31.2008
A. Listed securities 123,260,099 92,905,314
1. Bonds 114,170,509 85,293,798
2. Other securities 9,089,590 7,611,516
B. Unlisted securities 85,097,775 109,553,486
1. Bonds 48,780,686 73,640,969
2. Other securities 36,317,089 35,912,517
Total 208,357,874 202,458,800
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
AMOUNTS AS AT
Item “Debt securities in issue” includes subordinated liabilities in the amount of €28.216.644 (€31.134.069 as at December
2008).
Section 4 – Financial liabilities held for trading – Item 40
“Deposits from banks” and “Deposits from customers” include where applicable technical overdrafts.
The derivatives item decrease was mainly due to the fluctuations in market prices (e.g. interest rates, exchange rates, share
prices, etc.) especially in Q2 2009.
Item “Financial liabilities held for trading” includes subordinated liabilities in the amount of €91.168 (€241.382 as at December
2008).
4.1 Financial liabilities held for trading: product breakdown
TYPE OF SECURITIES/VALUES LISTED UNLISTED TOTAL LISTED UNLISTED TOTAL
A. Financial liabilities
1. Due to banks 774,309 1,454,194 2,228,503 697,806 5,060,067 5,757,873
2. Due to customers 5,707,928 15,839,963 21,547,891 5,905,942 17,460,621 23,366,563
3. Debt securities 12,433,742 1,657,835 14,091,577 14,233,030 1,532,913 15,765,943
3.1 Bonds 8,348,536 1,185,981 9,534,517 10,082,233 1,053,310 11,135,543
3.2 Other securities 4,085,206 471,854 4,557,060 4,150,797 479,603 4,630,400
Total A 18,915,979 18,951,992 37,867,971 20,836,778 24,053,601 44,890,379
B. Derivative instruments
AMOUNTS AS AT
09.30.2009 FAIR VALUE 12.31.2008 FAIR VALUE
1. Financial derivatives 7,770,231 76,935,000 84,705,231 8,921,198 92,600,077 101,521,275
2. Credit derivatives - 6,095,388 6,095,388 - 18,923,524 18,923,524
Total B 7,770,231 83,030,388 90,800,619 8,921,198 111,523,601 120,444,799
Total A+B 26,686,210 101,982,380 128,668,590 29,757,976 135,577,202 165,335,178
148

149
CONSOLIDATED FIRST HALF FINANCIAL REPORT
AS AT JUNE 30, 2009
AS AT JUNE 30, 2009
>> Condensed Consolidated Financial Statements
Part B) – Consolidated Balance Sheet – Liabilities
Section 5 – Financial liabilities at fair value through profit or loss –
Item 50
5.1 Financial liabilities at fair value through profit or loss: product breakdown
AMOUNTS AS AT
09.30.2009 FAIR VALUE 12.31.2008 FAIR VALUE
TYPE OF TRANSACTION / VALUES LISTED UNLISTED LISTED UNLISTED
1. Deposits from banks - 1,068 - 12,532
2. Deposits from customers - - - -
3. Debt securities 189,962 1,455,707 162,036 1,484,576
Total 189,962 1,456,775 162,036 1,497,108
Section 12 – Provisions for risks and charges – Item 120
12.1 Provisions for risks and charges: breakdown
ITEMS/COMPONENTS 09.30.2009 12.31.2008
1. Pensions and other post retirement benefit obligations 4,578,423 4,553,022
2. Other provisions for risks and charges 3,596,469 3,495,534
2.1 Legal disputes1,317,215 1,272,586
2.2 Staff expenses 99,353 128,448
2.3 Other 2,179,901 2,094,500
Total 8,174,892 8,048,556
AMOUNTS AS AT

Section 15 – Shareholders’ Equity Group – Items 140, 170, 180,
190, 200 and 220
As explained in Section 5 – Other Matters in Part A1) Accounting Policies – General, starting from January 1, 2009,
exchange differences relating to net foreign investments (subsidiaries, associates or joint ventures) have been reclassified in
Group equity as ‘exchange differences’ in item 140 Valuation Reserves. These exchange differences were previously
recognized as ‘other retained profit’ in item 170 Reserves.
For the sake of comparability we have therefore restated the December 2008 figures to take these effects into account.
15.5 Reserves from allocation of profit from previous year: other information
ITEMS/VALUES 09.30.2009 12.31.2008
Legal reserve 1,434,080 1,231,108
Statutory reserve 1,679,802 1,015,008
Other reserve 11,221,598 9,732,689
Total 14,335,480 11,978,805
15.6 Revaluation reserve: breakdown
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
AMOUNTS AS AT
AMOUNTS AS AT
ITEMS/TYPES 09.30.2009 12.31.2008
1. Available-for-sale financial assets (106,787) (965,680)
2. Property, plant and equipment - -
3. Intangible assets - -
4. Hedges of foreign investments - -
5. Cash-flow hedges 512,132 287,439
6. Exchange differences (2,013,072) (1,339,214)
7. Non-current assets classified as held for sale - -
8. Special revaluation laws 277,020 277,020
Total (1,330,707) (1,740,435)
150

151
CONSOLIDATED FIRST HALF FINANCIAL REPORT
AS AT JUNE 30, 2009
AS AT JUNE 30, 2009
>> Condensed Consolidated Financial Statements
Part B) – Consolidated Balance Sheet – Liabilities

152

153
>> Condensed Consolidated Financial Statements
Explanatory Notes
Part C) Consolidated Income
Statement
Part C) – Consolidated Income Statement .................................................................................... 154
Section 1 – Interest income and expense – Item 10 and 20 ........................................................ 154
Section 2 – Fee and commission income and expense – Item 40 and 50................................... 155
Section 3 – Dividend income and similar revenues – Item 70 ..................................................... 156
Section 4 – Gains and losses on financial assets and liabilities held for trading – Item 80 ......... 156
Section 5 – Fair value adjustments in hedge accounting – Item 90............................................. 157
Section 7 – Gains and losses on financial assets/liabilities at fair value through profit or loss –
Item 110 ....................................................................................................................................... 157
Section 8 – Impairment losses – Item 130.................................................................................. 158
Section 11 – Administrative costs – Item 180 .............................................................................. 158
Section 12 – Provisions for risks and charges – Item 190 ........................................................... 160
Section 15 – Other net operating income– Item 220.................................................................... 160
Section 24 – Earnings per share.................................................................................................. 160

Part C) – Consolidated Income
Statement
(amounts in thousands of €)
First nine months 2008 figures were modified due to completion of PPA (Purchase Price Allocation), which also changed net
profit attributable to the Group.
Section 1 – Interest income and expense – Item 10 and 20
1.1 Interest income and similar revenues: breakdown
UNIMPAIRED FINANCIAL ASSETS
ITEMS/TYPE DEBT SECURITIES LOANS
IMPAIRED
TOTAL FINANCIAL ASSETS
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
FIRST NINE MONTHS 2009
OTHER
ASSETS
FIRST NINE MONTHS
2008 TOTAL
1. Financial assets held for trading 1,140,051 134,570 - 100,359 1,374,980 3,636,262
2. Financial assets at fair value
through profit or loss 217,244 88,321 1,308 325 307,198 580,638
3. Available-for-sale financial assets 769,435 2,284 1,613 9,594 782,926 1,010,925
4. Held-to-maturity investments 546,868 0 - - 546,868 523,480
5. Loans and receivables with banks 263,835 1,105,521 691 1,442 1,371,489 3,702,630
6. Loans and receivables with
customers 782,000 17,735,095 608,087 36,402 19,161,584 27,200,237
7. Hedging derivatives X X X 1,234,762 1,234,762 -
8. Financial assets sold but not
derecognised 119,192 1,942,135 16,671 1,272 2,079,270 1,540,527
9. Other assets X X X 313,857 313,857 509,804
Total 3,838,625 21,007,926 628,370 1,698,013 27,172,934 38,704,503
Items in portfolios from 1 to 6 also include interest income arising from own securities used for Repo transactions.
1.4 Interest expense and similar charges: breakdown
ITEMS/TYPE DEPOSITS SECURITIES
FIRST NINE MONTHS 2009
OTHER
LIABILITIES
1. Deposits from banks (1,931,057) X (15,921) (1,946,978) (5,015,554)
2. Deposits from customers (4,897,796) X (11,100) (4,908,896) (8,895,589)
3. Debt securities in issue X (5,477,324) (54,638) (5,531,962) (8,474,202)
4. Financial liabilities held for trading (108,003) (141,624) (786,915) (1,036,542) (896,064)
5. Financial liabilities at fair value
through profit or loss - (24,499) - (24,499) (24,443)
6. Financial liabilities relating to assets
sold but not derecognised (168,692) - (171,082) (339,774) (947,683)
7. Other liabilities X X (300,484) (300,484) (593,224)
8. Hedging derivatives X X - - (556,663)
Total (7,105,548) (5,643,447) (1,340,140) (14,089,135) (25,403,422)
TOTAL
FIRST NINE MONTHS
2008 TOTAL
The items “Deposits from banks” and “Deposits from customers” include interest expense on repo deposits against own securities recognized in
assets sold but not derecognized.
154

155
>> Condensed Consolidated Financial Statements
Part C) – Consolidated Income Statement
Section 2 – Fee and commission income and expense – Item 40
and 50
2.1 Fee and commission income: breakdown
TYPE OF SERVICE/SECTORS FIRST NINE MONTHS 2009 FIRST NINE MONTHS 2008
a) Guarantees given 415,989 393,826
b) Credit derivatives 3,723 8,027
c) Management, brokerage and consultancy services: 3,065,670 4,185,285
1. Securities trading 384,531 387,974
2. Currency trading 298,367 339,891
3. Segregated accounts: 1,043,327 1,617,118
3.1 individual 204,008 304,682
3.2 collective 839,319 1,312,436
4. Custody and administration of securities 185,072 261,875
5. Custodian bank 31,482 47,718
6. Placement of securities 428,019 724,034
7. Client instructions119,854 100,036
8. Advisory 49,975 63,460
9. Distribution of third party services: 525,043 643,179
9.1 Segregated accounts 7,355 20,313
9.1.1 individual 2,626 12,111
9.1.2 collective 4,729 8,202
9.2. Insurance products 426,302 482,175
9.3. Other products 91,386 140,691
d) Collection and payment services 1,356,361 1,476,569
e) Securitization servicing 33,858 35,585
f) Factoring 67,325 72,142
g) Tax collection services - -
h) Other services 2,037,030 2,345,689
Total 6,979,956 8,517,123
2.3 Fee and commission expense: breakdown
TYPE OF SERVICE/SECTORS FIRST NINE MONTHS 2009 FIRST NINE MONTHS 2008
a) Guarantees received (141,787) (99,870)
b) Credit derivatives (89,200) (22,089)
c) Management, brokerage and consultancy services: (547,599) (773,324)
1. Securities trading (81,730) (113,359)
2. Currency trading (13,022) (13,675)
3. Segregated accounts: (51,555) (69,980)
3.1 own portfolio (6,992) (16,554)
3.2 others' portfolios (44,563) (53,426)
4. Custody and administration of securities (158,505) (222,876)
5. Placement of securities (92,655) (159,726)
6. Off-site distribution of securities, products and services (150,132) (193,708)
d) Collection and payment services (311,576) (340,363)
e) Other services (224,287) (278,668)
Total (1,314,449) (1,514,314)

Section 3 – Dividend income and similar revenues – Item 70
3.1 Dividend income and similar revenue: breakdown
ITEMS / REVENUES DIVIDENDS
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
FIRST NINE MONTHS 2009 FIRST NINE MONTHS 2008
INCOME FROM UNITS IN
INVESTMENT FUNDS DIVIDENDS
INCOME FROM UNITS IN
INVESTMENT FUNDS
A. Financial assets held for trading 365,192 26,690 689,722 40,131
B. Available for sale financial assets
C. Financial assets at fair value
99,350 16,710 270,142 79,070
through profit or loss 581 9,483 113 10,196
D. Investments 13,517 X 30,757 X
Total 478,640 52,883 990,734 129,397
Section 4 – Gains and losses on financial assets and liabilities held
for trading – Item 80
4.1 Gains and losses on financial assets and liabilities held for trading: breakdown
TRANSACTIONS / P&L ITEMS
CAPITAL GAINS
(A)
TRADING PROFITS
(B)
FIRST NINE MONTHS 2009
CAPITAL LOSSES
(C)
TRADING LOSSES
(D)
NET PROFIT
(A+B)-(C+D)
1. Financial assets held for trading: 719,700 7,731,688 (370,538) (3,811,140) 4,269,710
1.1 Debt securities 341,095 3,950,542 (128,635) (1,595,046) 2,567,956
1.2 Equity instruments 175,434 2,647,225 (154,847) (1,367,704) 1,300,108
1.3 Units in investment funds 22,626 367,734 (8,176) (80,362) 301,822
1.4 Loans - 32,641 - (3,932) 28,709
1.5 Other 180,545 733,546 (78,880) (764,096) 71,115
2. Financial liabilities held for trading: 21,900 464,226 (56,446) (3,852,674) (3,422,994)
2.1 Debt securities 7 169,063 (31,743) (2,513,593) (2,376,266)
2.2 Deposits 545 - - - 545
2.3 Other 21,348 295,163 (24,703) (1,339,081) (1,047,273)
3. Other financial assets and
liabilities: exchange differences X X X X (835,811)
4. Derivatives: 75,840,257 45,693,256 (76,185,419) (45,483,042) 1,103,079
4.1 Financial derivatives: 74,791,480 44,795,367 (74,286,341) (44,736,644) 1,801,889
- on debt securities and
interest rates 67,274,137 41,496,602 (66,581,004) (41,681,587) 508,148
- on equity securities and
share indices 7,461,337 1,264,713 (7,547,262) (1,738,958) (560,170)
- on currency and gold X X X X 1,238,027
- other 56,006 2,034,052 (158,075) (1,316,099) 615,884
4.2 Credit derivatives 1,048,777 897,889 (1,899,078) (746,398) (698,810)
Total 76,581,857 53,889,170 (76,612,403) (53,146,856) 1,113,984
156

157
>> Condensed Consolidated Financial Statements
Part C) – Consolidated Income Statement
Section 5 – Fair value adjustments in hedge accounting – Item 90
5.1 Fair value adjustments in hedge accounting: breakdown
PROFIT COMPONENT / VALUES FIRST NINE MONTHS 2009 FIRST NINE MONTHS 2008
A. Gains on:
A.1 Fair value hedging instruments 2,925,319 356,473
A.2 Hedged asset items (fair value) 745,176 192,474
A.3 Hedged liability items (fair value) 1,011,359 478,123
A.4 Cash-flow hedges 12,507 397
A.5 Assets and liabilities denominated in currency 1,085 527
Total gains on hedging activities (A) 4,695,446 1,027,994
B. Losses on:
B.1 Fair value hedging instruments (1,827,132) (868,123)
B.2 Hedged asset items (fair value) (176,664) (26,027)
B.3 Hedged liability items (fair value) (2,650,729) (110,788)
B.4 Cash-flow hedges (18,118) (2,498)
B.5 Assets and liabilities denominated in currency (653) (1,087)
Total losses on hedging activities (B) (4,673,296) (1,008,523)
C. Net hedging result (A - B) 22,150 19,471
Section 7 – Gains and losses on financial assets/liabilities at fair value
through profit or loss – Item 110
7.1 Net change in financial assets and liabilities at fair value through profit or loss: breakdown
TRANSACTIONS / P&L ITEMS
CAPITAL GAINS
(A)
GAINS ON
TRANSFER (B)
FIRST NINE MONTHS 2009
CAPITAL
LOSSES (C)
LOSSES ON
TRANSFER (D)
NET PROFIT
(A+B)-(C+D)
1. Financial assets: 180,657 139,395 (24,841) (174,769) 120,442
1.1 Debt securities 93,913 133,526 (18,103) (112,431) 96,905
1.2 Equity securities 1,900 322 (1) (161) 2,060
1.3 Units in investment funds 83,373 1,376 (5,365) (11,991) 67,393
1.4 Loans 1,471 4,171 (1,372) (50,186) (45,916)
2. Financial liabilities: 10,092 1,293 (185,115) (16,371) (190,101)
2.1 Debt securities 10,092 1,293 (184,963) (16,250) (189,828)
2.2 Deposits from banks - - (152) (121) (273)
2.3 Deposits from customers - - - - -
3. Financial assets and liabilities in foreign
currency: exchange differences X X X X (119)
4. Financial derivatives: 192,962 51,066 (172,490) (15,902) 55,636
4.1 Derivatives: 192,962 51,066 (169,967) (15,902) 58,159
- on debt securities and interest rates 184,457 49,158 (169,967) (15,902) 47,746
- on equity securities and share indices 205 - - - 205
- on currency and gold X X X X -
- other 8,300 1,908 - - 10,208
4.2 Credit derivatives - - (2,523) - (2,523)
Total 383,711 191,754 (382,446) (207,042) (14,142)
The contribution relating to Derivatives refers, together with gains and losses on transfer, to the valuation effect in respect of
contracts that for economic purposes are associated with financial assets or liabilities at fair value through profit and loss
(Items 30 of Assets and 50 of Liabilities) formerly disclosed under held-for-trading assets or liabilities (“Financial derivatives:
Fair value hedges”).

Section 8 – Impairment losses – Item 130 a) loans
8.1 Impairment losses on loans: breakdown
TRANSACTIONS / P&L ITEMS WRITE-OFFS OTHER PORTFOLIO INTEREST OTHER INTEREST OTHER
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
FIRST NINE MONTHS 2009
WRITE - DOWNS (1) WRITE-BACKS (2)
SPECIFIC SPECIFIC PORTFOLIO
FIRST NINE
MONTHS
2008 TOTAL
TOTAL
(3)=(1)-(2) (3)= (1)-(2)
A. Loans and receivables with banks (3,232) (59,390) (13,921) 29 30,370 - 3,713 (42,431) (178,805)
B. Loans and receivables with
customers (626,460) (6,440,456) (834,884) 41,633 1,445,487 1,233 314,536 (6,098,911) (2,116,975)
C. Total (629,692) (6,499,846) (848,805) 41,662 1,475,857 1,233 318,249 (6,141,342) (2,295,780)
The “Write-backs – interest” columns disclose any increases in the presumed recovery value arising from interest accrued in
the year on the basis of the original effective interest rate used to calculate write-downs.
Section 11 – Administrative costs – Item 180
11.1 Payroll: breakdown
TYPE OF EXPENSE FIRST NINE MONTHS 2009 FIRST NINE MONTHS 2008
1) Employees: (6,973,100) (7,459,052)
a) Wages and salaries (4,748,510) (5,269,029)
b) Social charges (1,007,885) (1,150,788)
c) Severance pay (9,714) (20,927)
d) Social security costs (46,764) (55,271)
e) Allocation to employee severance pay
provision (77,198) (133,644)
f) Provision for retirement payments and similar
provisions (226,683) (210,590)
g) Payments to external pension funds (288,716) (270,016)
h) Costs related to share-based payments (44,592) (35,369)
i) Other employee benefits (547,294) (329,620)
l) Recovery of compensation 24,256 16,202
2) Other staff (101,894) (123,982)
3) Directors (20,820) (35,238)
Total (7,095,814) (7,618,272)
Item 1) i) includes staff leaving incentives paid following the business combinations with HVB and Capitalia Groups in the amount of €275,478
thousand (€85.,02 thousand in M9 2008) reclassified as “integration costs” in the condensed income statement.
Item 3) Directors includes compensation paid to Directors and Statutory Auditors of the various companies of the Group.
158

11.5 Other administrative expenses: breakdown
159
>> Condensed Consolidated Financial Statements
Part C) – Consolidated Income Statement
ITEM FIRST NINE MONTHS 2009 FIRST NINE MONTHS 2008
1) Indirect taxes and duties: (347,984) (381,748)
1a. Settled (343,640) (348,474)
1b. Unsettled (4,344) (33,274)
2) Misceilaneous costs and expenses: (3,784,678) (4,094,775)
a) Advertising marketing and comunication: (244,365) (372,844)
Advertising - campaigns & media (86,059) (151,135)
Advertising - point of sale comunication & direct marketing (23,558) (39,151)
Advertising - promotional expenses (32,626) (50,968)
Advertising - market and comunication researches (12,418) (16,402)
Sponsorship (52,505) (52,494)
Entertainment and other expenses (30,211) (43,950)
Convention and internal comunications (6,988) (18,744)
b) Expenses related to credit risk: (149,778) (156,705)
Legal expenses to credit recovery (84,900) (105,883)
Credit information and inquiries (32,543) (39,037)
Credit recovery services (32,335) (11,785)
c) Expenses related to personnel: (253,743) (330,218)
Personnel area services (6,101) (2,870)
Personnel training & recruiting (41,624) (77,567)
Travel expenses and car rentals (159,356) (203,791)
Premises rentals for personnel (32,376) (29,354)
Expenses for personnel financial advisors (14,286) (16,636)
d) Information comunication technology expenses: (955,576) (1,029,815)
Lease of ICT equipment and software (170,415) (223,530)
Supply of small IT items (6,800) (5,196)
ICT consumables (ICT) (11,087) (24,180)
Telephone, swift & data transmission (ICT) (147,228) (189,060)
ICT services (379,272) (342,715)
Financial information providers (111,806) (107,215)
Repair and maintenance of ICT equipment (128,968) (137,919)
e) Consulting and professionals services: (264,449) (267,293)
Technical consulting (63,178) (87,901)
Professional services (63,388) (66,184)
Management consulting (38,222) (39,505)
Legal and notarial expenses (99,661) (73,703)
f) Real estate expenses: (986,977) (968,588)
Internal and external surveillance of premises (71,285) (68,017)
Real estate services (16,502) (7,633)
Cleaning of premises (66,556) (67,108)
Repair and maintenance of furniture, machinery, equipment (27,768) (46,791)
Maintenance of premises (90,482) (91,280)
Premises rentals (544,545) (520,970)
Utilities (169,839) (166,789)
g) Other functioning costs: (929,790) (969,312)
Insurance (73,128) (112,379)
Office equipment rentals (4,951) (5,462)
Postage (136,134) (147,776)
Printing and stationery (43,771) (61,055)
Administrative services (243,524) (245,463)
Logistic services (35,314) (24,218)
Transport of documents (52,473) (62,573)
Supply of small office items(16,727) (24,805)
Donations (9,905) (10,500)
Association dues and fees(104,937) (70,241)
Other expenses - Other (208,926) (204,840)
Total (1+2) (4,132,662) (4,476,523)
The item “miscellaneous costs and expenses” includes costs arising from the business combinations and restructuring transactions with the
HVB and Capitalia groups in the amount of €45,291 thousand (€33,304 thousand in the first nine months 2008), mainly included in sub-item
“other functioning costs”, recognized in the item “integration costs” in the reclassified income statement.

Section 12 – Provisions for risks and charges – Item 190
12.1 Net provisions for risks and charges: breakdown
ITEMS / COMPONENTS PROVISIONS
1. Other provisions:
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
FIRST NINE MONTHS 2009
REALLOCATION
SURPLUS TOTAL
FIRST NINE
MONTHS 2008
TOTAL
1.1 Legal disputes (205,129) 113,370 (91,759) (120,717)
1.2 Staff costs (37) - (37) (2,271)
1.3 Other (319,773) 34,792 (284,981) 54,196
Total (524,939) 148,162 (376,777) (68,792)
Section 15 – Other net operating income– Item 220
15.1 Other operating expense: breakdown
Costs for operating leases (907) (546)
Non-deductible tax and other fiscal charges (3,906) (2,965)
FIRST NINE MONTHS 2009 FIRST NINE MONTHS 2008
Writedowns on improvements of third parties goods (42,382) (27,830)
Costs related to the specific service of financial leasing (62,284) (52,676)
Other (303,540) (318,634)
Total other operating expense (413,019) (402,651)
15.2 Other operating income: breakdown
A) Recovery of costs 317,812 417,261
B) Other income: 701,633 806,862
Revenue from administrative services 104,546 95,310
FIRST NINE MONTHS 2009 FIRST NINE MONTHS 2008
Reclassification of valuation reserve re cash-flow hedging of non-financial
assets/liabilities - 225
Revenues on rentals Real Estate investments (net of operating costs) 123,185 107,544
Revenues from operating leases 102,349 138,408
Recovery of miscellaneous costs paid in previous years 12,205 25,431
Revenues on financial leases activities 108,864 79,051
Others 250,484 360,893
Total other operating income (A)+(B) 1,019,445 1,224,123
Section 24 – Earnings per share
Earnings per share
Net profit for the period attributable to the Group (thousands of euros) 1
Average number of outstanding shares 2
FIRST NINE MONTHS 2009 FIRST NINE MONTHS 2008
1,330,885 3,506,633
16,590,180,963 15,633,074,287
Average number of potential dilutive shares 4,861,862 6,274,358
Average number of diluted shares 16,595,042,825 15,639,348,645
Earnings per share € 0.080 0.224
Diluted earnings per share € 0.080 0.224
1. The previously published September 30, 2008 Net profit for the period attributable to the Group of € 3,424,332k increased to € 3,506,633k,
a rise of € 82,301k due to the completion of PPA (Purchase Price Allocation).
2. Net of the average number of own shares, has been incremented by the new shares issued in conseguence of free capital increase pursuant to section 2442 of
the Civil Code approved by the Extraordinary Shareholders meeting on April 29, 2009. In case of bonus issue, the number of ordinary shares outstanding before
the event is adjusted for the proportionate change in the number of ordinary shares outstanding as if the event had occurred at the beginning of the earliest
period presented (IAS 33, § 28).
160

161
>> Condensed Consolidated Financial Statements
Part C) – Consolidated Income Statement

162

163
>> Condensed Consolidated Financial Statements
Explanatory Notes
Part D) Segment Reporting
Part D – Segment Reporting................................................................................164
Organizational Structure............................................................................................................... 164
A – Primary segment.................................................................................................................... 166

Part D – Segment Reporting
(amounts in € million)
Organizational Structure
Disclosure relating to segment reporting reflects the Group’s organisational structure 1 by business segments in line with the
current practice in management reporting of Group results, as follows: Retail Banking, Corporate & Investment Banking,
Private Banking, Asset Management, Central and Eastern Europe (CEE) and Poland’s Markets.
Retail Banking
The Retail Banking Strategic Business Area (“SBA” or “Retail SBA”) of UniCredit Group aims to satisfy the financial needs of
Mass Market, Affluent and Small Business customers in Italy, Germany and Austria by bringing together the Group's
experience in the area of retail banking and making it available to serve customers regardless of their geographic location.
The Retail SBA includes the three new Italian commercial banks (UniCredit Banca, UniCredit Banca di Roma and Banco di
Sicilia), the retail business areas of HypoVereinsbank in Germany and UniCredit Bank Austria, besides UniCredit Family
Financing Bank, a bank specializing in mortgages and consumer credit, which provides the SBA’s banks with solutions that
meet the many financial requirements of households. Lastly, since May 2009 the Retail SBA has included Asset Gathering,
the business area specializing in individual retail customer deposits through the direct channel and a network of financial
consultants. Asset gathering operates through FinecoBank in Italy, DAB Bank in Germany and DAT Bank in Austria, the
direct banks, leading brokers in their markets, which offer all the banking and investment services of traditional banks, but set
themselves apart through their unique focus on innovation, which is reflected primarily in the development of modern
businesses such as online trading.
Corporate & Investment Banking
The Corporate & Investment Banking (CIB) area aims to satisfy the financial needs of businesses and institutional customers
by providing a wide range of dedicated financial products and services, from traditional lending business and commercial
bank services to more complex and high value-added services such as project finance, acquisition finance and other
investment banking services, as well as trading in international financial markets.
The CIB area brings together and reorganizes the operations of the former Corporate and MIB Divisions with the aim of
rationalizing the reporting line and centralizing the best competences by:
� Understanding customer needs through a vast and specialized distribution network for specific customer
segments;
� Creating a competence center at Group level focusing on product development and supporting the distribution
network by providing advice on customer supply and services
� Mitigating risk through a common vision of the relationship with the customers and the adoption of uniform risk
assessment methodologies and specific product competences.
CIB’s new organizational model is based on the creation of a matrix structure which clearly segregates business
competences, which are represented by the distribution networks operating on the reference markets (Italy, Germany and
1
In late 2008 and early 2009 UniCredit Group made certain changes to its organizational model leading to three Strategic Business Areas
(SBA), viz.: (i) Retail, (ii) Corporate & Investment Banking and Private Banking, and (iii) Global Banking Services headed by three Deputy
CEOs. The heads of the Business Unit Asset Management and CEE Divisionalization Program (including Poland’s Markets) report directly to
the CEO.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
164

165
>> Condensed Consolidated Financial Statements
Part D – Segment Reporting
Austria networks and the Financial Institutions Group – FIG), from product competences, i.e. the Financing & Advisory, Global
Transaction Banking, Leasing and Markets product lines, which centralize know-how covering the whole range of CIB
products.
Private Banking
The operations of the Private Banking Business Unit primarily target medium to high net worth private customers and
provide advisory services and solutions for wealth management using a comprehensive approach. The Business Unit
operates in three main countries (Italy, Germany and Austria) with a network of private bankers located in branches in this
area, in addition to a selective presence in several offshore European markets .
Asset Management
Asset Management operates under the Pioneer Investments brand. Pioneer is a wholly-owned subsidiary of UniCredit and is
an international concern with 80 years of asset management experience.
As the partner of leading financial institutions worldwide, the Business Unit offers a complete range of innovative financial
solutions, including mutual funds, hedge funds, asset management, institutional portfolios and structured products.
Central Eastern Europe
The CEE area comprises the businesses of the Group in the countries of Central and Eastern Europe, with the exception of
Poland and Ukraine. The CEE operates in 17 countries: Bosnia-Herzegovina, Bulgaria, Czech Republic, Croatia, Estonia,
Hungary, Latvia, Lithuania, Romania, Russia, Serbia, Slovakia, Slovenia, Ukraine, Turkey , Kyrgyzstan and Kazakhstan.
Poland’s Markets
The Poland’s Markets business unit manages the Group's businesses in Poland and Ukraine through UniCredit Bank LTD
(Ukraine). The business unit's banks are Bank Pekao in Poland and UniCredit Ukraine Bank in Ukraine.
Results by business segment are disclosed as per the condensed income statement, in line with the Interim Report on
Operations.
The business segments’ or business lines’ income statements were compiled by aggregating the income statements of their
constituent subsidiaries or – where a subsidiary operates in more than one segment – of assets, after application of their
respective write-downs and adjustment for intercompany transactions. The following rules were applied to determine business
segment results for subsidiaries with businesses in more than one segment (viz. UniCredit SpA, Bank Austria AG, Bayerische
Hypo und Vereinsbank AG, HVB Banque Luxembourg SA, HVB Immobilien AG, HVB Global Asset Company AG, Geldilux
SA) whereby indirect items are added to directly attributable income and expense:
� The refinancing cost of loans etc. and revenue from use of funds was determined on the basis of the Internal Transfer
Rates defined by the relevant UCG policies.
� Capital was allocated in proportion to risk-weighted assets and remunerated at 9.18% after tax.
� Costs borne centrally on behalf of the Business Units were attributed according to actual consumption, and overheads
were divided between the Business Units in proportion to their respective direct and indirect costs.
The comparative figures have been restated to take into account the following changes: transfer of Asset Gathering from
Private Banking to Retail, as well as centralization of Corporate Banking and Markets & Investment Banking former divisions
into the CIB area.
Please see the Interim Report on Operations for comments on business and results of the business segments.

A – Primary Segment
Segment Reporting by Business Segment – M9 2009
A.1 - Breakdown by business segment: income statement (€ milion)
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
RETAIL CORPORATE PRIVATE ASSET CENTRAL POLAND'S PARENT CO. AND CONSOLIDATED
& INVESTMENT BANKING MANAGEMENT EASTERN MARKETS OTHER SUBSIDIARIES GROUP
BANKING EUROPE (CONSOLIDATION TOTAL
(CEE) ADJUSTMENTS INCLUDED) 09.30.2009
Net interest 4,838 5,910 217 7 2,224 646 (555) 13,287
Dividends and other income from equity investments 32 15 1 3 14 11 145 221
Net interest income 4,870 5,925 218 10 2,238 657 (410) 13,508
Net fees and commissions 2,688 1,136 340 510 780 384 (172) 5,666
Net trading, hedging and fair value income 33 644 4 7 428 151 384 1,651
Net other expenses/income (26) 85 25 (3) 58 15 150 304
Net non-interest income 2,695 1,865 369 514 1,266 550 362 7,621
OPERATING INCOME 7,565 7,790 587 524 3,504 1,207 (48) 21,129
Payroll costs (2,663) (1,144) (227) (184) (681) (319) (1,603) (6,821)
Other administrative expenses (2,802) (1,323) (171) (147) (607) (241) 1,204 (4,087)
Recovery of expenses 253 13 5 10 - 1 36 318
Amortisation, depreciation and impairment losses on
tangible and intangible assets
(90) (23) (7) (30) (151) (75) (555) (931)
Operating expenses (5,302) (2,477) (400) (351) (1,439) (634) (918) (11,521)
OPERATING PROFIT 2,263 5,313 187 173 2,065 573 (966) 9,608
Goodwill impairment - - - - - - - -
Provision for risks and charges (72) (124) (6) - (24) - (151) (377)
Integration costs (79) (217) (2) (12) (3) - (8) (321)
Net writedowns of loans and provisions for guarantees and
commitments
(1,386) (3,288) (6) - (1,221) (91) (253) (6,245)
Net income from investments (6) (281) 2 18 11 26 245 15
PROFIT BEFORE TAX 720 1,403 175 179 828 508 (1,133) 2,680
The Condensed Income Statement by business segment has been reclassified as in the Interim Report on Operations.
A.2 - Breakdown by business segment: balance sheet amounts and RWA (€ million)
Balance Sheet Amounts
RETAIL CORPORATE PRIVATE ASSET CENTRAL POLAND'S PARENT CO. AND
& INVESTMENT BANKING MANAGEMENT EASTERN MARKETS OTHER SUBSIDIARIES CONSOLIDATED
BANKING EUROPE (CONSOLIDATION GROUP TOTAL
(CEE) ADJUSTMENTS INCLUDED) 09.30.2009
LOANS AND RECEIVABLES WITH CUSTOMERS 169,295 302,997 6,709 - 58,201 18,844 9,411 565,457
DEPOSITS FROM CUSTOMERS 175,390 101,282 20,414 - 47,538 20,730 16,392 381,746
DEBT CERTIFICATES 67,139 83,052 2,344 - 3,070 443 52,309 208,357
TOTAL RISK WEIGHTED ASSETS (BASEL 2) 69,933 254,626 4,926 2,038 68,391 22,457 36,916 459,287
A.3 - Staff
STAFF (KFS group on a proportional basis)
RETAIL CORPORATE PRIVATE ASSET CENTRAL POLAND'S PARENT CO. AND
& INVESTMENT BANKING MANAGEMENT EASTERN MARKETS OTHER SUBSIDIARIES CONSOLIDATED
BANKING EUROPE (CONSOLIDATION GROUP TOTAL
(CEE) ADJUSTMENTS INCLUDED) 09.30.2009
Employees (FTE) 49,953 14,758 2,984 1,967 42,905 20,663 23,002 156,232
STAFF (KFS group fully considered)
Employees (FTE) 49,953 14,777 2,984 1,967 52,771 20,663 23,306 166,421
166

Segment Reporting by Business Segment – M9 2008
167
>> Condensed Consolidated Financial Statements
Part D – Segment Reporting
A.1 - Breakdown by business segment: income statement (€ milion)
RETAIL CORPORATE PRIVATE ASSET CENTRAL POLAND'S PARENT CO. AND
& INVESTMENT BANKING MANAGEMENT EASTERN MARKETS OTHER SUBSIDIARIES CONSOLIDATED
BANKING EUROPE (CONSOLIDATION GROUP TOTAL
(CEE) ADJUSTMENTS INCLUDED) 09.30.2008
Net interest 5,542 5,051 238 35 2,279 992 (587) 13,550
Dividends and other income from equity investments 59 128 12 5 18 29 328 579
Net interest income 5,601 5,179 250 40 2,297 1,021 (259) 14,129
Net fees and commissions 3,122 1,264 427 844 857 524 (35) 7,003
Net trading, hedging and fair value income 7 (1,171) 1.00 (6) 157 123 159 (730)
Net other expenses/income 57 104 26 (3) 98 63 34 379
Net non-interest income 3,186 197 454 835 1,112 710 158 6,652
OPERATING INCOME 8,787 5,376 704 875 3,409 1,731 (101) 20,781
Payroll costs (2,915) (1,238) (237) (206) (797) (416) (1,724) (7,533)
Other administrative expenses (2,997) (1,368) (176) (171) (672) (303) 1,244 (4,443)
Recovery of expenses 305 29 5 11 1 2 64 417
Amortisation, depreciation and impairment losses on tangible
and intangible assets
(79) (25) (5) (27) (145) (89) (589) (959)
Operating expenses (5,686) (2,602) (413) (393) (1,613) (806) (1,005) (12,518)
OPERATING PROFIT 3,101 2,774 291 482 1,796 925 (1,106) 8,263
Goodwill impairment - - - - - - - -
Provision for risks and charges (31) (10) (1) (4) (45) 1 (89) (179)
Integration costs (68) (9) (2) (2) 1 (28) (1) (109)
Net writedowns of loans and provisions for guarantees and
commitments
(791) (1,068) 2 (3) (323) (45) (144) (2,372)
Net income from investments (5) (183) 21 30 109 26 15 13
PROFIT BEFORE TAX 2,206 1,504 311 503 1,538 879 (1,325) 5,616
The Condensed Income Statement by business segment has been reclassified as in the Interim Report on Operations.
A.2 - Breakdown by business segment: balance sheet amounts and RWA (€ million)
Balance Sheet Amounts
RETAIL CORPORATE PRIVATE ASSET CENTRAL POLAND'S PARENT CO. AND
& INVESTMENT BANKING MANAGEMENT EASTERN MARKETS OTHER SUBSIDIARIES CONSOLIDATED
BANKING EUROPE (CONSOLIDATION GROUP TOTAL
(CEE) ADJUSTMENTS INCLUDED) 12.31.2008
LOANS AND RECEIVABLES WITH CUSTOMERS 180,280 330,120 6,941 - 62,145 19,870 13,124 612,480
DEPOSITS FROM CUSTOMERS 177,468 113,727 21,419 - 45,740 21,788 8,689 388,831
DEBT CERTIFICATES 38,447 75,533 2,617 - 4,360 602 80,900 202,459
TOTAL RISK WEIGHTED ASSETS (BASEL 2) 80,410 278,371 5,172 1,831 76,073 24,957 45,718 512,532
A.3 - Staff
STAFF (KFS group on a proportional basis)
RETAIL CORPORATE PRIVATE ASSET CENTRAL POLAND'S PARENT CO. AND
& INVESTMENT BANKING MANAGEMENT EASTERN MARKETS OTHER SUBSIDIARIES CONSOLIDATED
BANKING EUROPE (CONSOLIDATION GROUP TOTAL
(CEE) ADJUSTMENTS INCLUDED) 12.31.2008
Employees (FTE) 52,232 15,712 3,077 2,165 45,884 21,406 23,515 163,991
STAFF (KFS group fully considered)
Employees (FTE) 52,232 15,712 3,077 2,165 56,066 21,406 23,861 174,519

168

169
>> Condensed Consolidated Financial Statements
Explanatory Notes
Part E) Risks and related risk
management policies
Part E – Risks ad related risk management policies................................................... 170
Section 1 – Credit Risk............................................................................................................................. 170
Section 2 – Market risk............................................................................................................................. 195
Section 3 – Liquidity risk........................................................................................................................... 202
Section 4 – Operational risk ..................................................................................................................... 203
Note: as required by regulations (Banca d’Italia Circular letter n.263 issued on December 27th , 2006, Title 4), the disclosure
(3rd Pillar of Basel II) is published on UniCredit Group’s website (www.unicreditgroup.eu).

Part E – Risks ad related risk
management policies
Since insurance companies and other companies don’t represent a significant business, there is no specific section of this
document on their risks and related risk management policies.
Section 1 – Credit Risk
Qualitative Information
As part of the redesign of the Parent Company’s risk management model, a “Global Transaction Team Leader” role (“GTTL”)
was introduced to leverage the expertise of risk managers specializing in products/transactions such as acquisition &
leverage finance, project finance, commodities trade finance and special products, similar to the existing model for the
evaluation of counterparty credit risk performed by the Global Industry Team Leaders specializing in sectorial analysis. A
dedicated project focusing on further improvements in Bank and other Financial Institution risk and country risk optimization
has been launched. For the risk management of these counterparties, the concept of Group Competence Teams has been
introduced to manage these risks for all Group entities at UniCredit Group level.
UniCredit Group has redesigned its global business and credit approach to large multinational clients and customers or
industrial groups holding accounts with more than one Group entity, in order to provide best-in-class service to large
multinational clients, increase value creation, define an effective and consistent credit appetite at UniCredit Group level
towards shared clients, minimize the cost of risk and implement an efficient credit process. This new service model (known
as Global Account Management) is designed to coordinate global business strategy, define global credit risk appetite towards
the managed accounts and identify dedicated relationship and risk managers as coordinators of business and credit, so that
the total credit position can be evaluated and its risk profile be monitored.
Two new Committees tasked respectively with the credit assessment of borrowers on the watch list and under restructuring or
workout have been established. The Group Transactional Credit Committee will now focus on credit underwriting.
In light of current business trends and in order to continue our support to the economy while reducing the cost of risk, action
has been taken to strengthen and optimize monitoring and work out processes and IT tools focussing on a reshaping of the
credit framework and on “friendly collection” in the Retail Strategic Business Area.
Within the framework of the General Group Credit Policy, specific guidelines on structured trade and export finance dsigned
to standardise the management of this business at Group level have been developed, as well as specific instructions to be
followed for commodity trade finance, receivables finance and export finance.
Group credit risk monitoring and reporting were further developed by extending consolidated disclosure to the other important
risk categories.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
170

171
>> Condensed Consolidated Financial Statements
Part E) – Information on risks and related risk management policies
Monitoring of internal capital and on capital adequacy continued at Group level. Risk exposure limits were more precisely
defined within the risk appetite framework included in the 2010 budget process.
In line with the roll-out plan to extend the advanced Internal Rating Based (A-IRB) methods throughout the Group (submitted
to Banca d’Italia for authorization on September 30, 2008), as from September 2009 all former Capitalia Group customer
segments are treated using the A-IRB approach.
The Group also applied for authorization to introduce the LGD (Loss Given Default) module for subordinated debt exposure in
all rating systems Group-wide, to extend the bank and multinational rating systems to the Corporate Treasury / Funding
Vehicles segment and the sole bank rating system to the securities industry segment. The LGD model applied to Global
Project Finance and the LGD models applied to the Italian Group entities’ local segments have been reviewed. Additionally a
fine-tuning of the PD (probability of default) model for Italian retail mortgages and a new module to evaluate shipping loans in
UniCredit Bank (HVB) have been recently introduced.
UniCredit is continuing to invest significantly in the extension of Basel II to the entire Group: by end of the year UniCredit
Group will ask for IRB authorization for nine additional Group entities and five additional rating systems for the A-IRB Group
entities.
With reference to functional measures for compliance with Basel II requirements, the assessment of activities performed to
check the eligibility of credit risk mitigants continued and processes and policies were adapted. In respect of the Italian Group
entities, specific processes to meet legal certainty and regulatory requirements have been implemented for consortium
guarantees (garanzie consortili).
As required by regulators, credit risk stress testing activities were carried out on the basis of common stress scenarios at
international level, with a special focus on Central Eastern Europe countries. In particular stress tests were performed as
requested by Banca d’Italia and ECOFIN (coordinated by the Committee of European Banking Supervisors) and the
simulation impacts were assessed both on profit and loss, considering the effects on provisions and profits for the period, and
on balance sheet values, where Pillar 1 capital requirement targets and economic capital were impacted.
During the first quarter an update of concentration risk was performed in accordance with the Pillar 2 framework and
approved by the Board of Directors for bulk risk limits and for industry limits.
Closely linked to Pillar 2 developments, significant changes have been made to the methods used to measure economic
capital due to credit risk: the correlation framework of the Credit Portfolio Model was reviewed and enhanced to produce a
more robust estimate of the dependencies in the CEE area and between corporate and retail exposures.

Quantitative Information
A. Credit quality
A.1 Impaired and performing loans: amounts, writedowns, changes, distribution by business activity/region
A.1.1 Breakdown of financial assets by portfolio and credit quality (carrying value) (€ ' 000)
PORTFOLIO/QUALITY
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
NON-
PERFORMING
LOANS
DOUBTFUL
ASSETS
RESTRUCTURED
EXPOSURES PAST-DUE
COUNTRY
RISK
OTHER
ASSETS TOTAL
1. Financial assets held for trading 3,452 56,104 27,214 29,584 20 145,402,511 145,518,885
2. Available-for-sale financial assets 575,675 5,145 344 58,408 2,121 34,395,151 35,036,844
3. Held-to-maturity financial instruments - - - - - 14,056,670 14,056,670
4. Loans and receivables with banks 146,634 34,977 250,695 - 149,374 96,706,510 97,288,190
5. Loans and receivables with customers 12,239,209 9,025,733 3,073,035 2,896,318 30,872 538,191,611 565,456,778
6. Financial assets at fair value through profit or loss - 53,689 - - 166 14,468,946 14,522,801
7. Financial instruments classified as held for sale 54,117 42,448 0 4,358 - 415,563 516,486
8. Hedging instruments - - - - - 12,223,027 12,223,027
Total as at 09.30.2009 13,019,087 9,218,096 3,351,288 2,988,668 182,553 855,859,989 884,619,681
Impaired exposures include those concerning “Assets sold but not derecognised” and “Derivative instruments” not included in the sub-item “Impaired assets” in the tables with the
breakdown by portfolio type.
The amounts of item 5 are also recognized in the table “Loans and receivables with customers – Asset quality” in the Interim Report on Operations.
The amount of item 7 corresponds to the total sum of sub-items from B.1 to B.6 of the table 15.1 “Non-current assets and disposal groups classified as held for sale” in Part B)
Consolidated Balance Sheet – Assets.
172

A.1.2 Breakdown of financial assets by portfolio and credit quality (gross and net values)
PORTFOLIO/QUALITY
173
GROSS
EXPOSURE
IMPAIRED ASSETS OTHER ASSETS
SPECIFIC
WRITEDOWNS
PORTFOLIO
ADJUSTMENTS
NET
EXPOSURE
>> Condensed Consolidated Financial Statements
Part E) – Information on risks and related risk management policies
GROSS
EXPOSURE
PORTFOLIO
ADJUSTMENTS
NET
EXPOSURE
1. Financial assets held for trading 119,915 3,561 - 116,354 X X 145,402,531 145,518,885
2. Available-for-sale financial assets 993,495 353,923 - 639,572 34,483,059 85,787 34,397,272 35,036,844
3. Held-to-maturity financial instruments 47,363 47,363 - - 14,056,670 - 14,056,670 14,056,670
4. Loans and receivables with banks 826,524 394,218 - 432,306 96,878,125 22,241 96,855,884 97,288,190
5. Loans and receivables with customers 53,497,614 26,263,319 - 27,234,295 541,375,856 3,153,373 538,222,483 565,456,778
6. Financial assets at fair value through profit or loss 53,689 - - 53,689 X X 14,469,112 14,522,801
7. Financial instruments classified as held for sale 146,464 45,541 - 100,923 418,341 2,778 415,563 516,486
8. Hedging instruments - - - - X X 12,223,027 12,223,027
Total as at 09.30.2009 55,685,064 27,107,925 - 28,577,139 687,212,051 3,264,179 856,042,542 884,619,681
(€ ' 000)
TOTAL (NET
EXPOSURE)
Impaired exposures include those concerning “Assets sold but not derecognised” and “Derivative instruments” not included in the sub-item “Impaired assets” in the tables with the
breakdown by portfolio type.
The amounts of item 5 are also recognized in the table “Loans and receivables with customers – Asset quality” in the Interim Report on Operations.
The amount of item 7 corresponds to the total sum of sub-items from B.1 to B.6 of the table 15.1 “Non-current assets and disposal groups classified as held for sale” in Part B)
Consolidated Balance Sheet – Assets.

A.1.3 Balance sheet exposure to banks: gross and net values
EXPOSURE TYPES / AMOUNTS
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
GROSS
EXPOSURE
SPECIFIC
WRITEDOWNS
PORTFOLIO
ADJUSTMENTS
(€ ' 000)
NET
EXPOSURE
a) Non-performing loans 553,093 401,540 - 151,553
b) Doubtful loans 41,399 5,980 - 35,419
c) Restructured exposures 285,376 34,681 - 250,695
d) Past due - - - -
e) Country risk 169,634 X 20,260 149,374
f) Other assets 130,930,520 X 80,687 130,849,833
Total as at 09.30.2009 131,980,022 442,201 100,947 131,436,874
A.1.6 Balance sheet exposure to customers: gross and net values
EXPOSURE TYPES / AMOUNTS
GROSS
EXPOSURE
SPECIFIC
WRITEDOWNS
PORTFOLIO
ADJUSTMENTS
(€ ' 000)
NET
EXPOSURE
a) Non-performing loans 33,849,139 20,983,933 - 12,865,206
b) Doubtful loans 13,260,610 4,134,037 - 9,126,573
c) Restructured exposures 4,205,768 1,132,389 - 3,073,379
d) Past due 3,370,901 411,804 - 2,959,097
e) Country risk 41,868 X 8,689 33,179
f) Other assets 627,389,757 X 3,154,543 624,235,214
Total as at 09.30.2009 682,118,043 26,662,163 3,163,232 652,292,648
These tables include also balance sheet exposures to banks and customers classified in financial assets portfolios other than
Loans and Receivables.
174

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Part E) – Information on risks and related risk management policies
A.1.7 Balance-sheet exposure to customers: gross change in impaired exposure subject to country risk
SOURCE/CATEGORIES
NON-PERFORMING
LOANS
DOUTFUL
LOANS
CHANGES AS AT 09.30.2009
RESTRUCTURED
EXPOSURES
PAT-DUE
LOANS
COUNTRY
RISK
A. Opening balance - gross exposure 29.315.947 8.993.457 1.856.437 2.234.448 69.105
- Sold but not derecognised 192.426 127.363 5.558 145.805 -
B. Increases 9.621.446 11.115.473 3.866.635 6.288.663 14.051
B.1 Transfers from performing loans 4.767.129 7.207.571 1.989.276 5.854.313 98
B.2 Transfers from other
impaired exposures 3.579.167 2.774.266 1.305.704 140.886 -
B.3 Other increases 1.275.150 1.133.636 571.655 293.464 13.953
C. Reductions 5.353.572 6.848.359 1.517.304 5.152.210 41.288
C.1 Transfers to performing loans 359.887 1.265.980 366.149 2.300.467 405
C.2 Derecognised items 1.467.255 107.553 94.590 6.004 -
C.3 Recoveries 1.276.965 1.166.845 332.912 275.960 15.805
C.4 Sales proceeds 569.964 64.197 50.733 14.677 -
C.5 Transfers to other
impaired exposures 1.075.451 3.775.310 640.482 2.308.776 -
C.6 Other reductions 604.050 468.474 32.438 246.326 25.078
D. Closing balance-gross exposure 33.583.821 13.260.571 4.205.768 3.370.901 41.868
- Sold but not derecognised 252.084 522.151 12.362 367.359 -
This table refers only to the Banking Group.
A.1.8 Balance-sheet exposures to customers: changes in overall impairment
SOURCE/CATEGORIES
NON-PERFORMING
LOANS
DOUTFUL
LOANS
CHANGES AS AT 09.30.2009
RESTRUCTURED
EXPOSURES
PAT-DUE
LOANS
COUNTRY
RISK
A. Total opening writedowns 18,529,564 2,778,937 593,218 284,577 7,631
- Sold but not derecognised 63,266 33,351 809 21,826 -
B. Increases 5,762,711 2,904,128 1,041,337 463,930 1,711
B.1 Writedowns 4,293,610 2,288,967 388,443 303,710 1,460
B.2 Transfers from other
impaired exposures 922,172 345,657 307,746 14,173 -
B.3 Other increases 546,929 269,504 345,148 146,047 251
C. Reductions 3,384,818 1,549,028 502,166 336,703 653
C.1 Write-backs from assessments 359,103 240,882 84,507 38,651 269
C.2 Write-backs from recoveries 585,053 100,106 14,299 13,840 315
C.3 Write-offs 1,467,256 107,553 94,590 6,004 -
C.4 Transfers to other
impaired exposures 274,839 886,656 211,506 216,750 -
C.5 Other reductions 698,567 213,831 97,264 61,458 69
D. Final gross writedowns 20,907,457 4,134,037 1,132,389 411,804 8,689
- Sold but not derecognised 68,122 118,784 1,215 45,822 -
This table refers only to the Banking Group.

Information on Structured Credit Products and Trading Derivatives
with customers
The continuing turmoil in the financial markets, although there were a few signs of recovery, was mainly attributable to the
impairment losses of US subprime mortgages which began in the second half of 2007. This deterioration caused a general
widening of credit spreads and a gradual transformation of the securitized credits market into an illiquid market characterized
by forced sales.
Given this situation the market’s need for information on the exposures held by banks increased with structured credit
products being traded directly or through SPVs. Already in 2007 the Group provided ample information on these products, on
the operations of the sponsored conduits and on derivatives with customers, together with the principles followed to measure
and manage risk.
In 2008, additionally, several international and Italian organisms and regulators (viz., the Financial Stability Forum, the CEBS
– Committee of European Banking Supervisors, Banca d’Italia and CONSOB) published documents encouraging or requiring
banks to increase disclosure of their investments in consolidated SPEs (Special Purpose Entities), structured credit products,
trading derivatives with customers and fair value measurement policies, in accordance with a proposal based on current best
practice for financial information.
Starting with its First Half 2008 Report, the Group has therefore provided this information, which is here updated to
September 30, 2009, whereas information on liquidity risk, sensitivity analysis and stress testing of the trading book, is given
in Sections 2 and 3 of Part (E) below.
A glossary of terms and acronyms is included in the annexes hereto.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
176

1. Structured Credit Products
177
>> Condensed Consolidated Financial Statements
Part E) – Information on risks and related risk management policies
A detailed description of the Group’s business in structured credit products is provided below, i.e. information on the Group’s
role as Originator, Sponsor and Investor, according to the definitions given by the Basel II framework and the already
mentioned Banca d’Italia’s Circular 263 (see also the Glossary in the Annexes).
Information on the exposures to monoline insurers and leveraged finance, as well as details on the methods to calculate the
fair value of structured credit products are also given below.
1.1 The Group as Originator
The Group’s origination consists of the sale of on-balance sheet receivables portfolios to vehicles set up as securitization
companies under Law 130/1999 or similar non-Italian legislation.
The buyer finances the purchase of the receivables portfolios by issuing bonds of varying seniority and transfers its issue
proceeds to the Group.
The yield and maturity of the bonds issued by the buyer therefore mainly depend on the cash flow expected from the assets
being sold.
As a further form of security to bondholders, these transactions may include special types of credit enhancement, e.g.,
subordinated loans, financial guarantees, standby letters of credit or over-collateralization.
The Group’s objectives when carrying out these transactions are usually the following:
� to free up economic and regulatory capital by carrying out transactions that reduce capital requirements under current
rules by reducing credit risk
� to reduce funding costs given the opportunity to issue higher-rated bonds with lower interest rates than ordinary senior
bonds and
� to originate securities that can be used to secure repos with Banca d’Italia and the ECB.
The Group carries out both traditional securitizations whereby the receivables portfolio is sold to the SPV and synthetic
securitizations which use credit default swaps to purchase protection over all or part of the underlying risk of the portfolio.
The Group makes limited use of this type of transactions. The amount of securitized loans 1 accounts for approximately
17.10% of the Group’s credit portfolio. This percentage, net of self-securitization decreases to 10.58%.
In 2008 the Group also initiated a Covered Bond (OBG – Obbligazioni Bancarie Garantite) Program under the provisions of
Italian Law 130/99. The underlying residential mortgage loans were transferred to an SPE set up for this purpose and
included in the Banking Group. Seven tranches of OBG totaling €7.5bn were issued, of which 5bn retained in the Group.
As at 30 September 2009 similar covered bonds under German law (Pfandbriefe) amounted to €37,338,200 thousand, of
which €30,150,300 thousand were backed by mortgage loans and €7,187,900 thousand by loans to the public sector.
Under traditional securitizations the Group retains the first loss in the form of junior bonds or similar exposure and in some
cases provides further credit enhancement as described above. This enables the Group to benefit from the portion of the sold
receivables’ yield in excess of the yield due to the senior and mezzanine tranches.
1 We refer to loans sold, also synthetically, but not derecognized from balance sheet.

Retention by the Group of the first loss risk and the corresponding yield means that most of the risk and return on the portfolio
is retained. Consequently these transactions are recognized in the accounts as loans and no profits arising out of the transfer
of the assets are recognized and the sold receivables are not derecognized.
Synthetic securitizations also entail retention of the receivables subject to credit default protection on the balance sheet. The
swap is recognized in the accounts, as well as any other retained interest.
The following table shows the Group’s retained gross and net cash exposure under securitizations in which it was the
originator, subdivided according to whether or not the receivables were derecognized in the accounts.
The amounts given are mainly interests retained by the originator. ABSs arising out of securitizations and held in the
Corporate & Investment Banking Division’s portfolio are also shown.
Exposures deriving from the securitization of own assets (€ thousand)
Balance sheet exposure as at
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
Gross exposure
(nominal amount)
30.9.2009
31.12.2008
Net exposure (*) Net exposure (*)
- Assets sold totally derecognized 1,062,940 643,628 1,014,794
- Assets sold but not derecognized 44,048,375 44,697,494 37,645,488
- Synthetic transactions 37,148,058 36,885,718 40,780,970
Total 82,259,373 82,226,840 79,441,252
(*) The net exposure includes the sold loans’ amount of yield due but not received in excess of amounts paid on securities places at third
counterparties.
The increase in exposure in the first nine months of 2009 was due to three new securitizations of performing loans having
respectively leasing contracts and residential mortgages originated in Italy and euro loans as underlyings. The Group has
underwritten all the securities issued by the vehicle companies.
Retained tranches break down according to the level of subordination as follows:
Exposures deriving from the securitization of own assets broken down by subordination degree (€ thousand)
Amounts as at
30.9.2009
Senior Mezzanine Junior Total
Balance sheet exposure 73,812,707 1,963,591 6,450,541 82,226,839
- Assets sold totally derecognized 116,060 277,435 250,133 643,628
- Assets sold but not derecognized 38,211,525 467,759 6,018,209 44,697,493
- Synthetic transactions 35,485,122 1,218,397 182,199 36,885,718
Guarantees given - 89,042 65,560 154,602
- Assets sold totally derecognized - 89,042 - 89,042
- Assets sold but not derecognized - - - -
- Synthetic transactions - - 65,560 65,560
Credit facilities - 605,692 30,220 635,912
- Assets sold totally derecognized - 605,692 - 605,692
- Assets sold but not derecognized - - 30,220 30,220
- Synthetic transactions - - - -
178

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>> Condensed Consolidated Financial Statements
Part E) – Information on risks and related risk management policies
The transactions included under “Assets sold and derecognized” are those in which the Group, while retaining most of the risk
and return of the underlying receivables, nevertheless derecognized them because the transaction was prior to January 1 st ,
2002. On first adoption of IFRS the option permitted by IFRS 1 that allows assets sold before January, 1 st 2004 not to be
rerecognized, regardless of the amount of risk and return retained, was taken.
The balance sheet exposure of assets sold but not derecognized includes traditional securitizations for an amount of
€36,522,297 thousand, where the Group has purchased all liabilities issued by the vehicle companies (so called “self-
securitizations”).
However, assessment and monitoring of risk underlying securitizations are performed with regard not to exposure to the SPV
but rather to the sold receivables, which are monitored continuously by means of Interim reports showing status of the
receivables and repayment performance.
The following tables give a breakdown of the Group’s retained (i.e., non-derecognized) receivables by region and asset
quality, and by traditional and synthetic securitizations.
Securitized assets broken down by geographical area
Assets sold but not derecognized
Italy Germany Austria Other EU Countries
Others European
Countries (NON EU)
America Asia Rest of the world Total
- Residential mortgage loans 35,605,951 7,098,836 - - - - - - 42,704,787
- Commercial mortgage loans - 1,223,699 4,937 136 - - - - 1,228,772
- Leasing 10,931,765 - - 352,996 - - - - 11,284,761
- Credit cards - - - - - - - - -
- Consumer loans - - - - - - - - -
- SME loans - 921,948 1,050 31,762 - - - - 954,760
- Corporate loans - 560,075 71,000 101,884 - - - - 732,959
- State related entities loans - - - - - - - - -
- Securities - - - - - - - - -
- Others 7,954 5,945,601 19,419 - 123,115 - - - 6,096,089
Total 46,545,670 15,750,159 96,406 486,778 123,115 - - - 63,002,128
Securitized assets broken down by geographical area
Synthetic transactions
Italy Germany Austria Other EU Countries
Amounts as at 30.9.2009
Amounts as at 30.9.2009
Others European
Countries (NON EU)
America Asia Rest of the world Total
- Residential mortgage loans 84 13,570,796 3,013 96,174 - 233 112 181 13,670,593
- Commercial mortgage loans - 2,854,188 7,682 133,086 - - - 2,480 2,997,436
- Leasing - - - - - - - - -
- Credit cards - - - - - - - - -
- Consumer loans - - - - - - - - -
- SME loans 2,685,381 4,326,025 1,923,731 102,113 - 22,728 9,568 37,159 9,106,705
- Corporate loans 700,389 1,415,118 3,840,777 5,467,788 671,457 1,401,518 482,851 1,723,099 15,702,997
- State related entities loans - - - - - - - - -
- Securities - - - - - - - - -
- Others 113,587 2,128,005 66,192 3,680,110 - 476,864 1,456,574 906,226 8,827,558
Total 3,499,441 24,294,132 5,841,395 9,479,271 671,457 1,901,343 1,949,105 2,669,145 50,305,289
(€ thousand)
(€ thousand)

Securitized assets broken down by asset quality
Assets sold but not derecognized
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
Other assets (performing) Impaired assets Total
- Residential mortgage loans 42,308,652 396,135 42,704,787
- Commercial mortgage loans 1,212,581 16,191 1,228,772
- Leasing 10,773,021 511,740 11,284,761
- Credit cards - - -
- Consumer loans - - -
- SME loans 951,608 3,152 954,760
- Corporate loans 721,990 10,969 732,959
- State related entities loans - - -
- Securities - - -
- Others 6,091,284 4,805 6,096,089
Total 62,059,136 942,992 63,002,128
Securitized assets broken down by asset quality
Synthetic transactions
Amounts as at 30.9.2009
Amounts as at 30.9.2009
Other assets (performing) Impaired assets Total
- Residential mortgage loans 13,429,367 241,226 13,670,593
- Commercial mortgage loans 2,976,548 20,888 2,997,436
- Leasing - - -
- Credit cards - - -
- Consumer loans - - -
- SME loans 8,889,028 217,677 9,106,705
- Corporate loans 15,554,736 148,261 15,702,997
- State related entities loans - - -
- Securities - - -
- Others 8,502,975 324,583 8,827,558
Total 49,352,654 952,635 50,305,289
(€ thousand)
(€ thousand)
Funded securitization structures originated by the Group mainly have as underlyings residential mortgages originated in Italy
and in Germany, leasing granted to Italian counterparties and corporate loans originated in Germany.
Synthetic securitization structures have mainly residential mortgages and loans to Corporate and Small Medium Entities
originated in UE countries as underlyings.
Both for funded and unfunded securitization structures, the underlying portfolio is almost entirely performing.
180

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Part E) – Information on risks and related risk management policies
As mentioned above, in the first nine months of 2009 three new traditional securitizations of performing loans, having as
underlyings leasing contracts originated in Italy concerning the use of motor vehicles, capital equipment and property for a
nominal amount of €1,705,231 thousand, residential mortgages originated in Italy for a nominal amount of €3,499,601
thousand and euro loans for a nominal amount of €1,012,000 thousand, were issued.
The Group is not an originator of securitizations having as underlying US residential mortgages, neither prime nor subprime
nor Alt-A.
The fair value of assets sold and not derecognized exceeds the carrying amount by over €4,400 million.
1.2 The Group as Sponsor
The Group is a sponsor of asset-backed commercial paper SPVs (i.e., conduits issuing commercial paper) set up both as
multi-seller customer conduits to give clients access to the securitization market, and as arbitrage conduits.
These SPVs are not part of the banking group, but have been consolidated since December 2007.
Customer conduits require the formation and management of a bankruptcy-remote company (i.e., one that would be immune
from any financial difficulties of the originator) which directly or indirectly buys receivables created by companies outside the
Group.
The receivables underlying these transactions are not bought directly by the conduit set up by the Group, but by a purchase
company which in turn is wholly funded by the conduit by means of commercial paper or medium term notes.
In some circumstances purchase companies fund further SPVs which buy loan portfolio.
The main purpose of these transactions is to give corporate clients access to the securitization market and thus to lower
funding costs than would be borne with direct funding.
Arbitrage conduits require the formation and management of an SPV that buys highly rated corporate bonds, asset-backed
securities and loans.
The purpose is to achieve a profit on the spread between the yield on the assets held, usually medium/long-term, and the
short/medium-term securities issued to fund the purchase.
The conduits’ purchase of assets is financed by short-term commercial paper and medium-term note issues.
Payment of interest and redemption of the securities issued by the conduit therefore depends on cash flow from the
receivables purchased (credit risk) and the ability of the conduit to roll over or replace its market funding on maturity (liquidity
risk).
To guarantee prompt redemption of the securities issued by the conduit, these transactions are guaranteed by a standby
letter of credit covering the risk of default both of specific assets and of the whole program.
The underwriters of issued securities also benefit from security provided by specific liquidity lines which the conduit may use if
it unable to place new commercial paper to repay maturing paper, e.g. during market turmoil.
These liquidity lines may not however be used to guarantee redemption of securities issued by the conduit in the event of
default by the underlying assets.
In its role as sponsor, the Group selects the asset portfolios purchased by conduits or purchase companies, provides
administration of the assets and both standby letters of credit and liquidity lines.
For these services the Group receives fees and also benefits from the spread between the return on the assets purchased by
the SPV and the securities issued.
The persistent market turmoil has created a significant contraction in investor demand for the securities issued by these
conduits. The Group has consequently purchased directly all their outstanding commercial paper.

The following table shows exposure to the conduits of which the Group is sponsor, viz. Arabella Finance Ltd., Salome
Funding Ltd., Black Forest Funding Corp. (customer conduits) and Bavarian Universal Funding Corp. (arbitrage conduits).
Exposures sponsored by the Group
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
Amounts as at
(€ thousand)
09.30.2009 31.12.2008
Balance sheet exposures 4,053,221 5,268,124
- Conduits consolidated 4,053,221 5,268,124
Credit facilities 1,840,173 1,775,512
- Conduits consolidated 1,840,173 1,775,512
The lines of credit shown are the difference between total credit lines granted and the amount of commercial paper
underwritten by the Group. This figure is the additional risk exposure incurred by the Group and arising from commercial
paper purchased by third parties and commitments to purchase further assets under the program.
Cash exposures are commercial paper purchased by the Group. These exposures are fully consolidated and therefore not
visible in the consolidated accounts.
Due to the activity performed, the Group bears most of the risk and receives most of the return on conduit business and also
has control of the conduits.
Consequently, as required by IAS 27 and SIC 12, we have consolidated the above-listed SPVs.
The ABCP conduits are consolidated as are some of the second or further level vehicles that IFRS consolidation standards.
The following are recognized in the consolidated Accounts:
- loans by the ABCP conduits to the underlying purchase companies, where there are non-consolidated subordinated-
level vehicles, and
- the assets held by the subordinated purchase companies, where these are consolidated.
Redstone Mortgages Plc was consolidated during the financial year on fulfillment of the conditions prescribed by the above-
mentioned SIC 12 (see also Section 3 – Consolidation Procedures and Scope).
This vehicle is funded by a second-level purchase company of Salome Funding Ltd., consolidated at 31 December 2008.
Line-by-line consolidation of Redstone Mortgages Plc’s assets meant that they were recognized directly in the consolidated
financial statements, in place of the funding previously provided to it by the above subsidiaries, now eliminated on
consolidation.
Redstone Mortgages Plc’s assets mostly comprise a warehousing portfolio of UK mortgages and are recognized under Loans
and receivables with customers, with a carrying amount of €1,460,826 thousand. Valuations performed in the financial year,
inter alia for the purposes of first consolidation, which were complicated by the difficult economic situation, led to charges
amounting to €122,116 thousand of which €72,427 thousand were write-downs due to impairment.
182

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Part E) – Information on risks and related risk management policies
The consolidated Accounts include the substance of the assets in the books of the non-consolidated purchase companies
because they are wholly financed by the consolidated conduits.
The following table gives the amount of the purchase companies’ assets by region.
Purchase companies' assets broken down by geographical area (€ thousand)
Italy Germany Austria Other UE Countries
Amounts as at 09.30.2009
Consolidated conduits
Other European Countries
(non UE)
America Asia Rest of the world Total
- Residential mortgage loans - - - - 1,455,841 - - 212,255 1,668,096
- Commercial mortgage loans - - - - 594,804 - - - 594,804
- Leasing - 492,431 - - - - - - 492,431
- Credit cards - - - - - - - - -
- Consumer loans 828,500 - - - - - - - 828,500
- SME loans - - - - - - - - -
- State related entities - - - - - - - - -
- Others - 346,315 - - 207,177 252,845 - - 806,337
- RMBS 1,532 1,532
- CMBS 106,574 106,574
- CDO 4,279 4,279
- CLO / CBO 63,254 63,254
- Corporate bonds 52,850 10,244 338,566 401,660
Total 828,500 891,596 10,244 - 2,257,822 767,050 - 212,255 4,967,467
The item “Others” comprises corporate loans and short-term commercial loans.
About 56% of the structured credit products (i.e. RMBS, CMBS, CDO and CLO/CBO) held by the conduits were rated A or
better and 41% were rated triple-A.
The underlyings were almost entirely of US origin.
The table below shows the quality of assets held by consolidated vehicles, which are mainly mortgage loans and consumer
loans. The assessment of the credit risk of these assets is carried out by specific units using a look-through approach with the
aim of analyzing the performance of the underlying receivables portfolios. Impaired positions derive from the consolidation of
Redstone Mortgages Plc.
Consolidated conduits assets broken down by asset quality (€ thousand)
Amounts as at 09.30.2009
Other assets (performing) Impaired assets Total
- Residential mortgage loans 1,490,655 177,441 1,668,096
- Commercial mortgage loans 594,804 - 594,804
- Leasing 492,431 - 492,431
- Credit cards - - -
- Consumer loans 828,500 - 828,500
- SME loans - - -
- State related entities - - -
- Others 806,337 - 806,337
- RMBS 1,532 - 1,532
- CMBS 106,574 - 106,574
- CDO 4,279 - 4,279
- CLO / CBO 63,254 - 63,254
- Corporate bonds 401,660 - 401,660
Total 4,790,026 177,441 4,967,467

The residual life of sponsored conduits’ underlyings is given in the following table. Average residual life is in most cases
under one year or over five years.
Purchase companies' assets broken down by residual life (€ thousand)
Amounts as at 09.30.2009
Remaining average life Less than 1 year 1 to 5 years Over 5 years Total
- Residential mortgage loans 389,696 - 1,278,400 1,668,096
- Commercial mortgage loans - - 594,804 594,804
- Leasing 492,431 - - 492,431
- Credit cards - - - -
- Consumer loans 828,500 - - 828,500
- SME loans - - - -
- State related entities - - - -
- Others 677,286 78,521 50,530 806,337
- RMBS 1,532 1,532
- CMBS 16,372 90,202 106,574
- CDO 4,279 4,279
- CLO / CBO 63,254 63,254
- Corporate bonds 117,564 26,888 257,208 401,660
Total 2,521,849 105,409 2,340,209 4,967,467
Assets recognized in financial statements, due to consolidation of conduits, are a marginal portion of the Group’s assets.
The following table shows these assets by balance sheet classification and as a percentage of total assets in the same
class.
Consolidated conduits broken down by type of financial assets portfolio (€ thousand)
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
Financial assets held for
trading
Financial assets measured at
Fair Value
Amounts as at 09.30.2009
Financial assets held to
Loans and receivables
maturity
Financial assets available for
sale
Balance sheet amount - 150,050 4,390,168 147,129 280,120 4,967,467
% IAS portfolio - 1.03% 0.66% 1.05% 0.80% 0.57%
1.3 The Group as Investor
As well as originator and sponsor, the Group is also an investor in structured credit instruments.
These risks are mainly held on the books of the Corporate and Investment Banking Division (CIB) and Unicredit Bank Ireland.
This business was particularly affected by the difficult situation on the financial markets, which began in 2007 and determined
a transformation of the structured credit product market into an illiquid market.
Against this background, in 2008 the Group ring-fenced these products in a specific Global ABS Portfolio managed with the
aim of maintaining the holdings, also in view of the fact that the underlyings have good fundamentals. This portfolio is subject
to monitoring and reporting of both credit risk and market risk.
This new strategy has been reflected in the accounts through the reclassification of most of these positions in the item “loans
and receivables to customers” occurred for the most part in the second half of 2008 and, for the remaining, in the first half
2009. See Section 1.4 for information about the effects of this reclassification.
Total
184

185
>> Condensed Consolidated Financial Statements
Part E) – Information on risks and related risk management policies
The following table gives Group’s exposure to these instruments, which is limited, viz. 1.08% of total financial instruments.
Structured credit product exposures broken down by type of financial assets portfolio (€ thousand)
Financial assets held for
trading
Financial assets measured at
Fair Value
Loans and receivables
Balance sheet exposure as at
Financial assets held to
maturity
Financial assets available for
sale
31.12.2008
Total Total
Balance sheet amount 524,156 120,366 8,347,807 157,586 299,750 9,449,665 12,021,653
% IAS portfolio 0.36% 0.83% 1.26% 1.12% 0.86% 1.08% 1.25%
30.9.2009
A breakdown of the Group’s gross and net exposure to structured credit products
Structured credit product exposures (€ thousand)
Exposure type
Gross exposure
(nominal amount)
Amounts as at 30.9.2009
Net exposure
(carrying amount)
31.12.2008
Net exposure
(carrying amount)
RMBS 4,127,099 3,909,417 4,485,457
CMBS 1,741,540 1,569,162 1,689,688
CDO 880,032 515,950 849,709
CLO/CBO 1,868,948 1,420,215 1,766,325
ABS others 1,727,748 1,512,587 2,174,291
Loans 522,334 522,334 1,056,183
Total 10,867,701 9,449,665 12,021,653
Cash exposure, as mentioned, consists almost entirely of asset backed securities amounting to € 8,927,331 thousand mainly
held in the Global ABS portfolio in the books of the CIB and UniCredit Bank Ireland.
Following tables reports, respectively for ABS, loans and guarantees, the exposure amount together with their seniority.
The tables do not show the ABSs originated by UniCredit securitizations, whether synthetic or traditional. These are shown in
the table given in the ‘Group as Originator’ section above.

Structured credit product exposures broken down by subordination degree (€ thousand)
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
Amounts as at 30.9.2009
Exposure type Senior Mezzanine Junior Total
- RMBS 3,389,237 511,081 9,099 3,909,417
- Prime 3,152,337 380,874 - 3,533,211
- Subprime 6,736 10,620 4,727 22,083
- Nonconforming 230,164 119,587 4,372 354,123
- CMBS 1,172,120 397,042 - 1,569,162
- CDO 303,050 212,661 239 515,950
- CDO of ABS / CDO of CDO 4,067 60,654 - 64,721
- CDO Balance Sheet 178,933 6,766 - 185,699
- CDO Market Value - - - -
- CDO Preferred Stock - 60,184 - 60,184
- CDO Synthetic Arbitrage 15,449 5,693 192 21,334
- CRE CDO 19,613 8,929 - 28,542
- CDO others 84,988 70,435 47 155,470
- CLO/CBO 1,084,431 328,767 7,017 1,420,215
- CLO SME 236,473 129,380 126 365,979
- CLO arbitrage/balance sheet 351,041 76,384 44 427,469
- CLO / CBO altri 496,917 123,003 6,847 626,767
- Consumer loans 392,150 62,112 - 454,262
- Credit cards 110,146 13,222 - 123,368
- Student loans 69,471 46,348 - 115,819
- Leasing 244,565 54,249 - 298,814
- Others 448,975 32,511 38,838 520,324
Total balance sheet exposures 7,214,145 1,657,993 55,193 8,927,331
Loans and guarantees (€ thousand)
Amounts as at 30.9.2009
On Balance Sheet Exposures Off balance sheet Exposures
Exposure type Senior Mezzanine Junior Total Senior Mezzanine Junior Total
Loans 275,356 231,312 15,598 522,266 - 89,719 - 89,719
- Residential mortgages - 201,833 8,635 210,468 - - - -
- Commercial mortgages - - - - - - - -
- CDO - - - - - - - -
- CLO - 10,000 5,288 15,288 - - - -
- Credit Cards - - - - - - - -
- Consumer loans 225,356 - - 225,356 - - - -
- Student Loans - - - - - 74,649 - 74,649
- Others 50,000 19,479 1,675 71,154 - 15,070 - 15,070
Guarantees given - - - - - - - -
Credit facilities 68 - - 68 21,356 - - 21,356
The above table presents the Group’s exposure to SPEs, including guarantees given and lines of credit.
This support is generally given when structuring securitizations for third parties as manager or arranger of the transactions. .
At September 30, 2009 the Group’s exposure in structured credit products was €9,449,665 thousand, a reduction of over
21.3% from December 31, 2008 when the figure was €12,021,652 thousand.
The exposure in ABSs fell from €10,965,470 thousand at December 31, 2008 to €8,927,331 thousand
Also exposure in the form of loans to vehicles fell from €1,056,183 thousand at December 31 to €522,334 thousand.
Unutilized portion of credit lines and guarantees given amounts to €111,075 thousand.
186

187
>> Condensed Consolidated Financial Statements
Part E) – Information on risks and related risk management policies
In addition to reported exposures, the Group is exposed to Credit Default Swaps having structured credit products as
underlyings. These instruments have a negative fair value of €399,139 thousand and a notional amount of €2,076,120
thousand.
The good credit quality of this portfolio is borne out by the fact that 91.5% of these instruments are rated A or better and over
55% of the portfolio is triple-A rated.
At December 31, 2008 over 95% of these exposures were rated A and 78% of the portfolio was rated triple-A. The change
was due to the general worsening of market conditions in the first 9 months of 2009.
Over 82.3% of the exposure is toward countries belonging to European Union.
The following tables give a breakdown of the net exposure at September 30 2009, by instrument, rating and region.
Structured credit product exposures broken down by rating class
Exposure type AAA AA A BBB BB B CCC CC C NR
RMBS Prime 82.59% 13.48% 1.59% 1.93% 0.41% 0.00% 0.00% 0.00% 0.00% 0.00%
RMBS Subprime 14.25% 10.63% 0.00% 5.63% 0.00% 0.00% 48.09% 0.00% 21.40% 0.00%
RMBS Non conforming 40.76% 22.38% 4.28% 5.06% 12.37% 5.96% 7.95% 1.24% 0.00% 0.00%
CMBS 31.65% 50.66% 9.30% 6.89% 1.50% 0.00% 0.00% 0.00% 0.00% 0.00%
CDO of ABS/CDO di CDO 0.00% 68.18% 7.68% 5.86% 5.92% 1.95% 1.73% 8.58% 0.05% 0.05%
CDO - Balance Sheet 7.18% 16.70% 69.17% 5.95% 0.97% 0.03% 0.00% 0.00% 0.00% 0.00%
CDO - Market Value 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
CDO - Preferred Stock 0.00% 0.00% 20.27% 26.68% 47.91% 5.14% 0.00% 0.00% 0.00% 0.00%
CDO - Synthetic Arbitrage 0.00% 88.88% 10.22% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.90%
CRE CDO 0.00% 68.72% 0.00% 31.28% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
CDO Other 41.80% 15.29% 25.42% 12.28% 0.00% 0.60% 4.59% 0.02% 0.00% 0.00%
CLO SME 25.90% 50.59% 3.98% 13.24% 5.65% 0.61% 0.00% 0.00% 0.00% 0.03%
CLO Arbitrage/balance sheet 3.95% 82.98% 6.41% 1.76% 4.71% 0.18% 0.00% 0.00% 0.00% 0.01%
CLO/CBO others 13.42% 72.62% 6.44% 1.90% 3.88% 0.44% 0.00% 0.21% 0.00% 1.09%
Consumer loans 75.95% 15.31% 3.22% 4.92% 0.00% 0.00% 0.00% 0.00% 0.00% 0.60%
Credit cards 42.19% 47.09% 0.00% 4.60% 6.12% 0.00% 0.00% 0.00% 0.00% 0.00%
Student loans 52.61% 47.39% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Leasing 75.95% 15.24% 0.00% 7.56% 1.25% 0.00% 0.00% 0.00% 0.00% 0.00%
Others 79.76% 2.28% 0.94% 4.23% 0.00% 0.02% 0.00% 0.00% 0.00% 12.77%
Total 55.30% 30.53% 5.67% 4.42% 2.16% 0.36% 0.53% 0.13% 0.05% 0.85%
Structured credit product exposures broken down by geographical area
Exposure type Italy Other UE Countries
Other European
Countries (non UE)
Asia USA Rest of the world
RMBS Prime 10.25% 79.95% 0.00% 1.04% 0.00% 8.76%
RMBS Subprime 0.00% 0.00% 0.00% 0.00% 100.00% 0.00%
RMBS Non conforming 0.00% 84.80% 0.00% 0.00% 13.71% 1.49%
CMBS 6.57% 79.97% 0.00% 6.98% 5.60% 0.88%
CDO of ABS/CDO di CDO 0.00% 68.18% 0.00% 0.00% 31.82% 0.00%
CDO - Balance Sheet 0.00% 10.48% 0.00% 0.00% 89.52% 0.00%
CDO - Market Value 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
CDO - Preferred Stock 0.00% 0.00% 0.00% 0.00% 100.00% 0.00%
CDO - Synthetic Arbitrage 0.00% 72.41% 0.00% 0.00% 27.59% 0.00%
CRE CDO 0.00% 0.00% 0.00% 0.00% 100.00% 0.00%
CDO Other 0.00% 27.43% 0.00% 39.42% 11.82% 21.33%
CLO SME 0.33% 98.24% 0.85% 0.55% 0.03% 0.00%
CLO Arbitrage/balance sheet 0.00% 50.93% 0.00% 0.00% 49.07% 0.00%
CLO/CBO others 0.00% 81.28% 5.48% 0.00% 10.01% 3.23%
Consumer loans 33.20% 60.39% 3.21% 0.85% 1.43% 0.92%
Credit cards 0.00% 82.88% 0.00% 17.12% 0.00% 0.00%
Student loans 0.00% 35.25% 0.00% 0.00% 64.75% 0.00%
Leasing 59.46% 19.43% 0.00% 0.00% 11.94% 9.17%
Others 62.17% 32.63% 0.00% 0.00% 0.68% 4.52%
Total 12.53% 69.83% 0.58% 2.63% 9.54% 4.90%

The Group’s portfolio includes the following:
CDOs: Collateralized debt obligations are notes with varying seniority issued by SPVs in respect of loans (CLOs), corporate
bonds (CBOs) or structured credit instruments (CDOs of ABS).
As with all asset-backed securities, redemption of these notes depends on the performance of the underlying assets and any
additional security.
The purpose of these instruments is to benefit from the spread between the notes’ yield and that of the assets.
At September 30, 2009 CDOs held by the Group (i.e., CLOs, CBOs and CDOs of ABS) amounted to €1,936,165 thousand,
i.e. a reduction from December 31, 2008, when the figure was €2,616,034 thousand.
86.5% of these instruments are rated A or better.
A small number of the CDOs held in the Group’s portfolio are CDOs of ABS, some with US sub-prime exposure. At
September 30, 2009 the exposure to CDOs of ABS was €64,721 thousand, of which €16,329 thousand with US subprime
mortgages as underlyings.
All CDOs of ABS with US subprime mortgages as underlyings were classified as such regardless of the weight of these risks.
The following table details exposure to these instruments. These instruments, 30.4% of which are rated A or better, were
written down as to 76.2% of face value at September 30, 2009.
CDO of ABS (€ thousand)
Exposure type
Net exposure as at
30.9.2009
Non Subprime exposures 48,392
High grade 48,392
Mezzanine -
CDO Squared -
Subprime exposures 16,329
High grade -
Mezzanine 16,329
CDO Squared -
Total CDO of ABS 64,721
CMBSs: Commercial mortgage backed securities are notes issued by SPVs whose redemption depends on the performance
of commercial mortgages securitized by a non-Group originator.
At September 30, 2009 the CMBSs held in the Group’s portfolio amounted to €1,569,162 thousand. At December 31, 2008
this figure was €1,689,688 thousand.
Approximately 91.6% of these instruments are rated A or better. Coverage ratio is 9.90%.
RMBSs: Residential mortgage backed securities are notes issued by SPVs whose redemption depends on the performance
of residential mortgages securitized by a non-Group originator.
At September 30, 2009 the RMBSs held in the Group’s portfolio amounted to €3,909,417 thousand. At December 31, 2008
this figure was €4,485,457 thousand.
Over 94% of these instruments are rated A or better.
A small number of the RMBSs, worth €70,244 thousand, have US sub-prime or Alt-A mortgages as underlyings.
All RMBSs with US sub-prime or Alt-A mortgages as underlyings were classified as such regardless of the weight of this
exposure.
Over 23% of these instruments are rated A or better. The coverage ratio was over 21%.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
188

Exposure to US Subprime and Alt-A Mortgages
189
>> Condensed Consolidated Financial Statements
Part E) – Information on risks and related risk management policies
The Group’s exposure to US Subprime and Alt-A mortgages was restricted to the above RMBSs and CDOs with these
underlyings.
The Group has no mortgages classified as sub-prime in its loan book nor guarantees of such exposure.
The following table summarizes exposure to US Subprime and Alt-A mortgages, which was €90,438 thousand at September
30, 2009, i.e. a reduction from both December 31, 2008 when this figure was €105,752 thousand.
US Subprime and Alt-A exposures (€ thousand)
Underlying / exposure type
Amounts as at
30.9.2009
CDO of ABS RMBS Total
US Alt-A 3,865 48,161 52,026
US Subprime 16,329 22,083 38,412
Total 20,194 70,244 90,438
Over 27% of instruments with US subprime underlyings were rated A or better. Over 20% of instruments with Alt-A mortgage
underlyings were rated A or better. Their respective coverage ratios were 60.5% and 28.3%.
Percentage composition of the vintage of US Subprime and Alt-A exposures is reported in the following tables.
US Subprime and Alt-A percentage of exposures broken down by vintage
Underlying / vintage Before 2005 2005 2006 2007
US Alt-A 6.46% 30.32% 53.18% 10.04%
US Subprime 21.65% 58.00% 8.04% 12.31%
Total 12.91% 42.08% 34.01% 11.00%
1.4 The Fair Value of Structured Credit Products
As noted above the Group has reclassified almost all its structured credit products from HfT financial assets to loans and
receivables – customers, which has made it possible to align their class with the manner in which they are managed.
On 30 September, 2009 reclassified ABS had a face value of €8,667,560 thousand, a carrying value of €7,934,337 thousand
against a fair value at the same date of €6,320,230 thousand.
Reclassification meant that capital losses of €155,122 thousand were not recognized during the period.
Recognition of these assets at amortized cost caused a €146,660 thousand increase in interest and impairment losses of
€44,458 thousand.
The remaining structured credit products were Hft financial assets, assets at fair value or AfS financial assets and were
valued consistently with the Group’s Accounting policies.
According to the Group’s accounting policies the fair value of financial instruments listed in active markets is determined
starting from the official prices of the most advantageous market to which the Group has access (Mark to Market).

A financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from a
pricing service or regulatory agency, and those prices represent actual and regularly occurring market transactions on an
arm’s length basis. If a published price quotation in an active market does not exist for a financial instrument in its entirety, but
active markets exist for its component parts, fair value is determined on the basis of the relevant market prices for the
component parts.
If market prices are not available, the Group adopts mark to model valuation using generally accepted methods. These
models include techniques based on discounting future cash flow and calculations of volatility and are revised both during
development and regularly thereafter to ensure full and continuing consistency.
The methods adopted use inputs based on prices formed in recent transactions involving the instrument to be valued or the
prices of instruments with similar characteristics in terms of risk profile.
These prices are important for the purposes of determining significant parameters for credit risk, liquidity risk and price risk of
the instrument under valuation.
Reference to these market parameters limits the discretionality of the valuation and at the same time ensures that the
resulting fair value can be verified.
If for one or more risk factors it is not possible to refer to market data, the valuation models adopted use calculations based
on historical data.
As a further guarantee of the objectivity of the valuations provided by the valuation modelsthe Group carries out:
- Independent Price Verification (IPV) and
- Fair Value Adjustment – FVA.
Independent Price Verification is performed monthly by Risk Management units that are independent of the units that have
assumed the exposure.
IPV consists of comparison with and adjustment of the price of the day to valuations obtained from market participants.
For unlisted instruments IPV takes infoprovider prices as its reference, giving greater weight to the prices that are considered
more representative of the instruments being valued.
IPV includes: the ‘executability’ of the transaction at the observed price, if any; the number of contributors, the degree of
similarity of the financial instruments, consistency between prices obtained from different sources and the process followed by
the infoprovider when obtaining the price.
In addition to Independent Price Verification, Fair Value Adjustment (the calculation of further write-downs of reporting
amounts, recognized in the accounts in order to provide for risk relating to illiquid positions and valuation model risk) is also
performed.
The above-described valuation model review processes and the related parameters, value adjustments for model risk and the
use of prudent valuation models ensure that the amount taken to the income statement does not result from the use of nonobservable
parameters.
Independent Price Verification and Fair Value Adjustments were thus applied also to structured credit products classified as
financial assets held for trading, measured at fair value and available for sale.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
190

191
>> Condensed Consolidated Financial Statements
Part E) – Information on risks and related risk management policies
Fair value adjustments estimate, attributing different weights, part of the effects of a one notch downgrade of the instruments
considering the price quality observed through the mentioned IPV process.
Valuations of these products were uncontroversial before the onset of the sub-prime crisis in H2 2007, because secondary
market liquidity gave executable prices for most of the existing securities, thus creating a level 1 valuation according to the
fair value hierarchy established by the IFRS 7 - Financial Instruments: Disclosure.
Market conditions following the sub-prime mortgage crisis, which was marked by growing illiquidity in these instruments, the
market players referred where possible to prices obtained from consensus pricing providers 2 , which, though observable, do
not necessarily qualify as active market prices. This meant that the valuation was level 2 under IFRS 7.
Where prices were not available from consensus price providers either in terms of price or market input, fair value was
calculated using internal models thus arriving at a level 3 valuation under IFRS 7.
65.76% of the portfolio is priced using level 2 methods and the remaining 34.24% according to level 3 methods.
The following table gives the distribution of the types of exposure as a percentage of fair value at September 30, 2009
Structured credit product exposures: fair value hierarchy
Exposure type Level 2 Level 3
RMBS Prime 87.91% 12.09%
RMBS Non conforming 79.42% 20.58%
CMBS 56.62% 43.38%
CDO of ABS/CDO squared 2.39% 97.61%
CDO - Balance Sheet 13.30% 86.70%
CDO - Preferred Stock 0.00% 100.00%
CDO - Synthetic Arbitrage 0.00% 100.00%
CDO Other 0.00% 100.00%
CLO SME 93.53% 6.47%
CLO Arbitrage/balance sheet 66.31% 33.69%
CLO/CBO others 93.49% 6.51%
Consumer loans 0.00% 100.00%
Credit cards 0.00% 100.00%
Leasing 100.00% 0.00%
Others 0.47% 99.53%
Total 65.76% 34.24%
1.5 Group Exposure to Monoline Insurers
The Group has limited exposure to monoline insurers.
It is not the usual practice of the Group to manage credit risk arising from ABS exposures through credit derivatives, or other
guarantees with monoliners.
The Group has direct exposure to certain baskets of names which include monoliners.
2 E.g., MarkIt, which aggregates, validates and distributes composite end-of-day bond prices on the basis of prices obtained from over thirty
large dealers worldwide. Only contributors’ prices that pass an automatic valuation process are inserted in the composite, so that the pricing is
neutral and impartial.

The following table gives the amount of these exposures by monoliner.
Exposures to monoliners (€ thousand)
Counterparty
The Group’s portfolio includes asset-backed securities and other debt securities amounting to €941,500 thousand, which are
guaranteed also by monoline insurers.
1.6 Group Exposure to Leveraged Finance
As part of its lending business, the Group grants loans or credit lines that may be classified as leveraged finance, in that they
finance the acquisition of significant stakes in target companies, which are usually subsequently absorbed by the borrower.
Repayment and debt service depend largely on the cash flow generated by the new company post-absorption.
These transactions bear good yields in terms of both interest and fees. However, the risk is higher given the borrower’s
greater leverage.
The Group is generally involved in leveraged finance through participation in syndicated loans made by a banking syndicate.
In September 2009 the total amount of these transactions, mainly concentrated in the CIB Division, was 8,098,994 thousand
(net of value adjustments totaling € 263,400 thousand), 60% of which was with 20 counterparties, more than 98% of which
were EU residents.
These exposures are monitored continuously for credit quality by analyzing the borrower’s business performance indicators
and fulfillment of budget objectives in order to detect any lasting impairment losses.
In the case of further future syndications through the sale of a portion of the loan to third parties, at the same paying a portion
of fees already received, these fees are not recognized as income.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
Nominal amount as at
30.9.2009
Nominal amount
as at 31.12.2008
AMBAC Assurance Corporation 3,858 2,674
Assured Guaranty Corporation 11,920 11,903
FGIC Corporation 1,169 1,202
FSA Global Funding 2,055 -
MBIA Insurance Corporation 30,854 9,308
Radian Group 30,270 8,716
XL Capital Assurance 4,165 4,164
Total 84,291 37,967
192

2.Trading Derivatives with customers
193
>> Condensed Consolidated Financial Statements
Part E) – Information on risks and related risk management policies
The business model governing derivatives trading with customers provides for centralization of market risk in the MIB
Division, while credit risk is assumed by the Group company which, under the divisional or geographical segmentation
model, manages the relevant customer’s account.
The Group’s operational model provides for customer trading derivatives business to be carried on, as part of each
subsidiary’s operational independence:
- by the Italian commercial banks that close transaction in OTC derivatives in order to provide non-institutional clients
with products to manage currency, interest-rate and price risk. Under these transactions, the commercial banks
transfer their market risks to the MIB Division by means of equal and opposite contracts, retaining only the relevant
counterparty risk. The commercial banks also place or collect orders on behalf of others for investment products with
embedded derivatives (e.g., structured bonds);
- by the MIB Division operating with large corporates and financial institutions, in respect of which it assumes and
manages both market and counterparty risk;
- by HVB AG, BA AG and Pekao, which transact business directly with their customers.
UniCredit Group trades OTC derivatives on a wide range of underlyings, e.g.: interest rates, currency rates, share prices and
indexes, commodities (precious metals, base metals, petroleum and energy materials) and credit rights.
OTC derivatives offer considerable scope for personalization: new payoff profiles can be constructed by combining several
OTC derivatives (for example, a plain vanilla IRS with one or more plain vanilla or exotic options). The risk and the complexity
of the structures obtained in this manner depend on the respective characteristics of the components (reference parameters
and indexation mechanisms) and the way in which they are combined.
Credit and market risk arising from OTC derivatives business is controlled by the Chief Risk Officer competence line (CRO) in
the Parent and/or in the Division or subsidiary involved. This control is carried out by means of guidelines and policies
covering risk management, measurement and control in terms of principles, rules and processes, as well as by setting VaR
limits.
This business with non-institutional clients does not entail the use of margin calls, whereas with institutional counterparties
(dealt with by the MIB Division) recourse may be made to credit risk mitigation techniques, for example “netting” and/or
collateral agreements.
Write-downs and write-backs of derivatives to take account of counterparty risk are determined in line with the procedure
used to assess other credit exposure, specifically:
- performing exposure to non-institutional clients of the Italian commercial banks is valued in terms of PD (Probability
of Default) and LGD (Loss Given Default), in order to obtain a value in terms of ‘expected loss’ to be used for items
designated and measured at fair value;
- non-performing positions are valued in terms of estimated expected future cash flow according to specific indications
of impairment (which are the basis for the calculation of the amount and timing of the cash flow).
Referring to write-downs and write-backs of derivatives to take account of counterparty risk totaled, no significant effects have
affected 2009 Profit & Loss.

Here follows the breakdown of balance-sheet asset item 20 “Financial assets held for trading” and of balance-sheet liability
item 40 “Financial liability held for trading”.
To make the distinction between customers and banking counterparties, the definition contained in Banca d’Italia Circular No.
262 of December 22, 2005 (which was used for the preparation of the accounts) was used as a reference.
Structured products were defined as derivative contracts that incorporate in the same instrument forms of contracts that
generate exposure to several types of risk (with the exception of cross currency swaps) and/or leverage effects.
The balance of item 20 “Financial assets held for trading” of the consolidated accounts with regard to derivative contracts
totaled € 87,854 million (with a notional value of € 1,941,647 million) including € 23,768 million with customers. The notional
value of derivatives with customers amounted to € 457,719 million including € 437,416 million in plain vanilla (with a fair value
of € 22,996 million) and € 20,303 million in structured derivatives (with a fair value of € 772 million). The notional value of
derivatives with banking counterparties totaled € 1,483,928 million (fair value of € 64,086 million) including € 148,553 million
related to structured derivatives (fair value of € 3,896 million).
Customers entered into a total of 4,831 structured derivative contracts with the Group that are reported in balance-sheet
asset item 20 “Financial assets held for trading”. Of these, the largest 20 customers in terms of exposure cover 36% of overall
exposure (generating exposure of € 277 million for the Group).
The balance of item 40 “Financial liabilities held for trading” of the consolidated accounts with regard to derivative contracts
totaled € 90,801 million (with a notional value of € 1,620,759 million) including € 15,688 million with customers. The notional
value of derivatives with customers amounted to € 313,192 million including € 297,877 million in plain vanilla (with a fair value
of € 15,248 million) and € 15,315 million in structured derivatives (with a fair value of € 440 million). The notional value of
derivatives with banking counterparties totaled € 1,307,567 million (fair value of € 75,113 million) including € 121,890 million
related to structured derivatives (fair value of € 3,331 million).
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
194

Section 2 – Market risk
195
>> Condensed Consolidated Financial Statements
Part E) – Information on risks and related risk management policies
For the UC Group, Market risk is defined as the impact that movements in market traded variables can have on the
economical value of the Group’s portfolio. It includes all activities in trading and banking books (i.e. risks arising from its
business operations or strategic investments). Market risk management in our Group includes in particular the treasury
business and the asset and liability management, both in the parent company and in its subsidiaries. The parent company
keeps track of risk positions throughout the Group. Individual subsidiaries have the specific responsibility to manage their own
risk positions in line with the Group’s risk management policy and to inform the parent company of the exposures resulting
from their risk monitoring. Subsidiaries produce detailed daily reports on their business performance and associated risks,
and send these market risk reports to the parent company.
The Parent’s Market & Balance Sheet Risks Portfolio Dept. is responsible for the aggregation of this data and the production
of overall Group market risk reports. This unit ensures that the subsidiaries’ market risk measurement models are comparable
and that their risk monitoring and management methods are uniform. The Parent’s Market & Balance Sheet Risks Portfolio
Dept also controls the Parent’s positions and the aggregated positions of the subsidiaries, in order to monitor total exposure.
Each subsidiary is however directly responsible for the control of its risks according to the guidelines supplied by the Parent.
The main tool the Group uses to measure the market risk of its trading positions is Value at Risk (VaR), calculated using an
historical simulation approach. In the current phase, however, some Group companies still use other methods as is the Monte
Carlo approach in HVB subgroup. The parameters used for calculating VaR are the following: confidence interval of 99%;
time horizon of one day; daily updating of historical time series, with at least a one year profundity. The time horizon of one
day enables immediate comparison of realized gains and losses. To calculate and monitor its risk, UniCredit counts with a
series of internal models developed by HVB AG and BA AG and approved by their respective local regulators. When
aggregating the risk profiles of the Group’s risk-taking units, overall riskiness does not take into account – for prudential
reasons – the diversification effects.
The following table gives the VaR for the aggregate risk of the trading portfolio.
Daily VaR on Trading Book (€ million)
2008
09.30.2009 AVERAGE MAX MIN AVERAGE
UniCredit Spa 4.3 4.1 5.1 2.1 5.6
UCI - Ireland 0.2 0.2 0.2 0.2 0.2
BA Group 16.0 24.2 41.1 13.6 22.2
HVB AG 31.9 69.1 113.4 30.9 56.1
UniCredit Group Total (1)
2009
52.4 97.6 159.8 46.8 84.1
(1) Total VaR is the sum of individual VaR figures; it does not include diversification benefits within the Group.

The following graphs analyze the backtesting results referred to the market risk on the trading book (regulatory perspective),
in which VaR results are compared to the theoretical Profit and loss results for each main risk taker unit:
HVB AG
160,000,000
140,000,000
120,000,000
100,000,000
80,000,000
60,000,000
40,000,000
20,000,000
0
-20,000,000
-40,000,000
-60,000,000
-80,000,000
-100,000,000
-120,000,000
-140,000,000
-160,000,000
2008-07-01
2008-07-29
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
2008-08-26
2008-09-23
2008-10-21
2008-11-18
2008-12-16
2009-01-15
2009-02-12
2009-03-12
2009-04-09
2009-05-07
P&L HVB AG VaR
During first nine months of 2009, there has been 1 overdraft in HVB AG, caused by irregular updates of prices of Covered
Bonds due to lack of market liquidity in the first months of the year. During the last six months, a generalized decrease in the
market volatility and a tightening of credit spreads have been observed.
2009-06-04
2009-07-02
2009-07-30
2009-08-27
2009-09-24
196

Bank Austria Subgroup
197
60,000,000
50,000,000
40,000,000
30,000,000
20,000,000
10,000,000
0
-10,000,000
-20,000,000
-30,000,000
-40,000,000
-50,000,000
-60,000,000
2008-07-01
2008-07-22
2008-08-12
2008-09-03
2008-09-24
2008-10-15
2008-11-05
2008-11-26
2008-12-18
>> Condensed Consolidated Financial Statements
Part E) – Information on risks and related risk management policies
2009-01-15
2009-02-05
2009-02-26
2009-03-19
2009-04-09
2009-05-04
P&L BA Group's VaR
During first nine months of 2009, there has been no overdraft in Bank Austria Subgroup Trading portfolio.
Sensitivity Analysis and Stress Testing
The Group conducts sensitivity analysis weekly to determine the effect on the income statement of changes in the value of
individual risk factors or several risk factors of the same type. The analysis covers CIB’s entire portfolio.
The following information covers sensitivity to interest rates, credit spreads, interest rates, share prices and commodity prices.
Interest-Rate Sensitivity
Sensitivity to changes in interest rates is determined using both parallel shifts of interest-rate curves, and changes in the
curve itself.
The curves are analyzed using parallel shifts of +1 basis point, ±10bps and ±100bps. For each 1bp shift, sensitivity is
calculated for a series of time-buckets.
Sensitivity for changes in the steepness of the rate curve is analyzed by clockwise turning (Turn CW ), i.e. an increase in
short-term rates and a simultaneous fall in long-term rates, and by counter-clockwise turning (Turn CCW ), whereby short-
term rates fall and long-term rates rise.
2009-05-26
2009-06-18
2009-07-09
2009-07-30
2009-08-20
2009-09-10

Currently, clockwise and counter-clockwise turning use the following increases/decreases:
� +50bps/-50bps for the one-day bucket
� 0 bps for the one-year bucket
� -50bps/ +50bps for the 30-year plus bucket
� for other buckets, the change to be set is found by linear interpolation.
Total 0.8 0.0 0.3 -0.2 0.8 -0.1 1.5 -290.6 -18.9 18.4 117.7 -5.4 -35.2
of which: EUR 0.6 0.5 0.1 -0.2 0.7 -0.2 1.5 -267.8 -19.1 18.5 118.7 -3.1 -12.6
USD 0.2 -0.3 0.3 -0.1 0.0 0.0 0.2 -42.6 -2.3 2.3 22.9 1.1 -26.9
GBP 0.0 -0.0 -0.1 0.1 0.0 0.0 0.0 -1.6 -0.0 0.1 2.1 -0.6 0.9
CHF -0.0 -0.0 0.0 -0.0 -0.0 0.0 -0.1 4.7 0.6 -0.5 -4.3 -2.2 2.8
JPY 0.0 -0.1 -0.0 0.0 -0.0 -0.0 -0.1 5.0 0.6 -0.6 -6.9 0.2 -0.2
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
+1 BPS
less than
3 months
Credit Spread Sensitivity
+1 BPS
3 months to
1 year
+1 BPS
1 year to
2 years
+1 BPS
2 years to
5 years
+1 BPS
5 years to
10 years
+1 BPS
over
10 years
+1 BPS
Total
-100 BPS
-10 BPS +10 BPS +100 BPS Interest CW Rates
Credit spread sensitivity is calculated by assuming a worsening of creditworthiness seen in a parallel shift of
+1bp/+10bps/+100bps in the credit spread curves.
These sensitivities are calculated both inclusively, assuming a parallel shift of all the credit spread curves, and in respect of
specific rating classes and economic sectors.
In addition to the foregoing, the sensitivity resulting from a deterioration of creditworthiness (i.e. a change of relative +50%) or
an improvement (i.e. a change of relative -50%) is calculated; in this case the shape of the credit spread curves is also
changed, since the change in bps of higher spreads will be greater than that of lower spreads.
In this regard, the reduction of the impact of the scenario of deterioration of the creditworthiness (i.e. by relative +50%)
observed in the last three months, according to which the hypothetical loss decreased from €1,825 million (June 2009) to
€1,321 million (September 2009), is due to the reduction in 1bp sensitivity (from €-8.1 to €-6.1 million/bp) and to the tightening
of spreads in some economic sectors (i.e. Financials).
+1 BP
less than
+1 BP
6 months
+1 BP
2 years
+1 BP
over 7
€ million
+10 BPS +100 BPS -50% -50%
6 months to 2 years to 7 years years Total
Total
Rating
0.0 -1.5 -2.3 -2.4 -6.1 -64.0 -636.3 1,705.4 -1,320.8
AAA -0.1 -0.5 -2.1 -1.6 -4.3 -43.1 -417.5 932.3 -737.1
AA -0.0 -0.3 -0.8 -0.2 -1.3 -14.0 -134.6 100.2 -81.1
A 0.1 -0.3 0.2 -0.4 -0.4 -2.8 -24.2 405.6 -288.3
BBB -0.0 -0.4 0.6 -0.3 -0.2 -3.5 -28.4 162.7 -136.1
BB 0.0 -0.0 -0.1 0.1 0.0 -0.1 -0.9 97.7 -63.6
B -0.0 0.0 -0.1 0.1 0.0 0.2 2.0 10.9 -5.7
CCC and NR 0.0 -0.0 -0.0 0.0 -0.0 -0.1 -0.9 0.4 -0.4
Sector
Non Dev. Sovereigns & Related -0.0 0.0 -0.1 -0.3 -0.4 12.1 -13.6
ABS and MBS -0.0 -0.2 -1.2 -0.6 -2.1 1,016.5 -730.0
Jumbo and Pfandbriefe -0.0 -0.3 -0.8 -0.8 -1.9 119.6 -112.3
Financial Services 0.0 -0.6 -0.8 -0.5 -1.9 434.1 -364.5
All Corporates 0.1 -0.4 0.6 -0.2 0.1 133.1 -89.9
-Automotive 0.1 -0.2 0.1 -0.0 0.0 3.6 1.0
-Consumer Goods 0.0 -0.1 0.1 0.0 0.1 24.6 -13.1
-Pharmaceutical 0.0 -0.0 -0.0 -0.0 -0.0 9.9 -6.5
-Industries -0.0 -0.0 -0.0 -0.0 -0.1 28.5 -22.9
-Telecommunications -0.0 -0.0 0.2 -0.1 0.1 12.2 -8.6
-Utilities and Energy Sources 0.0 -0.1 0.2 -0.1 -0.0 23.6 -16.1
-All other Corporates -0.0 0.0 0.1 -0.0 0.1 30.6 -23.7
+ 1 BP
Total Developed Soveriegn -6.3 -63.2
Developed Sovereigns -0.1 -1.0
Developed Sovereigns related -6.2 -62.2
€ millions
CCW
198

Exchange-Rate Sensitivity
199
>> Condensed Consolidated Financial Statements
Part E) – Information on risks and related risk management policies
This simulation assesses the economic impact of the appreciation or depreciation by 1%, 5% and 10% of each currency
against all the others. Exposure to the various currencies is indicated as the “Delta cash equivalent” in euros: this is the euro
equivalent of the currency amount which would expose the bank to the same exchange-rate risk arising in its actual portfolio.
Exchange Rates
Delta Cashequivalent
-10% -5% -1% 1% 5%
€ million
10%
EUR -97.3 -37.1 -3.5 2.9 7.3 -11.1
USD -107.6 25.9 13.6 1.9 -1.1 -0.5 0.3
GBP -223.2 25.6 11.6 2.3 -2.2 -11.7 -23.6
CHF 118.7 -13.2 -4.2 -0.6 1.2 -15.1 -43.2
JPY -23.4 9.3 2.5 0.2 -0.2 -2.7 -11.8
Share-Price and Commodity-Price Sensitivity
Share-price sensitivity is expressed in two ways:
� as a “Delta cash-equivalent”, i.e. the euro equivalent of the quantity of the underlying that would expose the bank to
the same risk arising from its actual portfolio;
� as the economic result of a rise or fall in spot prices of 1%, 5%, 10% and 20%.
The Delta cash-equivalent and the Delta 1% (i.e. the economic impact of a 1% rise in spot prices) are calculated both for
each geographical region (assuming that all stock markets in the region are perfectly correlated) and on the total (assuming
therefore that all stock markets are perfectly correlated). The sensitivity arising from changes of 5%, 10% and 20% is
calculated solely on the total.
In addition, sensitivity to commodity price changes is calculated according to the above criteria. Given its secondary
importance as compared to other risk exposures, this is calculated as a single class.
Delta Cashequivalent
-20% -10% -5% -1% 1% 5% 10%
€ million
20%
Equities
All markets 8.4 -12.5 -4.6 -1.5 -0.2 0.1 1.2 4.3 -11.1
Europe 1.3 0.0
US -11.8 -0.1
Japan -8.9 -0.1
United Kingdom 2.9 0.0
Switzerland -12.6 -0.1
CEE -2.7 -0.0
Others
Commodities
37.0 0.4
All markets -14.7 3.7 1.7 0.8 0.2 -0.1 -0.7 -1.3 -2.3

Sensitivity to the volatility of interest rates, exchange rates and share prices
In addition to the sensitivity of financial instruments to changes in the underlying risk factor, we also calculate sensitivity to the
volatility of interest rates, exchange rates and share prices, assuming a positive or negative change of 30% in volatility curves
or matrixes.
-30%
€ million
30%
Equities -24.6 -8.8
Interest Rates -18.0 14.9
of which: EUR -18.5 15.5
USD 0.4 -0.4
GBP -0.3 0.3
CHF 0.5 -0.6
JPY 0.1 -0.1
Exchange Rates -0.1 6.3
of which: EUR_JPY 3.4 -2.3
EUR_TRY -2.8 2.1
JPY_USD 1.2 1.8
EUR_GBP -0.7 2.0
EUR_USD 0.8 0.9
USD_XAU -0.5 0.4
EUR_SEK 0.4 -0.3
CHF_EUR -0.5 0.1
Stress tests
Stress tests complement the sensitivity analysis and VaR results in order to assess the potential risks in a different way.
Stress test performs the evaluation of a portfolio under both simple scenarios (assuming change to single risk factors) and
complex scenarios (assuming simultaneous changes in a number of risk factors).
Results for simple scenarios are reported to top management on a weekly basis, together with the most relevant sensitivities.
They include shocks on:
� Interest rates: Parallel shifts and Steepening/Flattening of IR curves; Increase/Decrease in IR volatilities
� Credit Markets: Parallel shifts of Credit Spreads curves (both absolute changes and relative changes); sensitivity to
Base Correlation, Issuer Correlation and Recovery Rates
� Fx Rates: Appreciation/Depreciation of each currency; Increase/Decrease in FX volatilities
� Equities: Increase/Decrease in Spot Prices; Increase/Decrease in Equity volatilities; sensitivity to Implied
Correlation
� Commodities: Increase/Decrease in Spot Prices
As far as complex scenarios are concerned, so far, two different scenarios (Full US Recession and Financial Crisis) are
applied to the whole investment banking portfolio on a monthly basis and reported to top management.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
200

“Full US Recession” Scenario
201
>> Condensed Consolidated Financial Statements
Part E) – Information on risks and related risk management policies
This scenario assumes a severe US recession affecting also the rest of the world by a “contagion effect”. In terms of macro-
economic variables this scenario assumes:
� A dramatic decrease in equity stocks prices and indices either on the US and non-US markets associated to an
equity volatility increase;
� A dramatic US (different stress factors depending on the maturity) and non-US (different stress factors depending
on the maturity and geographic area) interest rate decrease each also associated to an increase in interest rate
volatility;
� A dramatic and comprehensive widening in credit spreads depending on rating and industry class.
“Financial Crisis” Scenario
The Financial Crisis scenario was introduced in the last quarter of 2008 and reflects the trend of Financial Markets in the third
quarter 2008. To account for the low liquidity in the market, the time horizon for this scenario was extended to cover a period
of one quarter instead of 2 to 6 weeks applied so far.
In terms of macro-economic variables, this scenario assumes:
� Stock markets plunging (fall) related to an increase in equity volatilities;
� A comprehensive decrease in interest rates (different stress factors depending on the maturity and on the
geographical area), together with a distinct steepening of interest rates curves. In this scenario also an increase in
interest rate volatility is assumed;
� A more dramatic and comprehensive widening of credit spreads with different stress factors depending on rating
and industry class.
The total effect of the described are shown in the following table.
€ million
SCENARIO Total
US Recession -341
Financial Crisis -1,016

Section 3 – Liquidity risk
Managing liquidity risk in the UniCredit Group
In order to ensure the effective control of liquidity in the current environment characterized by structural change in markets
and the resulting curtailment of liquidity, and on the basis of guidelines provided by domestic and international authorities, in
2009 the UniCredit Group supplemented the Group Liquidity Policy which defines the governance, principles, rules, metrics
and methodologies for measuring, managing and monitoring liquidity risk in order to enhance its effectiveness.
This supplement involved a stricter determination of limits over short-term liquidity mismatches and over maturity
transformation activities (structural liquidity risk) and entailed the adoption of an even more conservative policy in terms of
liquidity buffers, counterbalancing capacity and liquidity positions in currencies other than the euro, as well as cash horizon
objectives defined as the number of days of survival without accessing the market.
In performing its role as the coordinator, controller and final manager of liquidity risk on a consolidated basis, the Parent
Company continues to make use of four Regional Liquidity Centers (in Italy, Germany, Austria and Poland) which are charged
with operating and monitoring responsibility for this risk with respect to companies within the respective scope of
consolidation, taking into account regulatory restrictions imposed by local regulators.
Thus, the Group's model is based on the centralized coordination of liquidity risk through decentralized accesses to markets
according to the functional specialization principle, by taking advantage of the ability of each bank to operate in domestic or
international markets using deposit instruments that are typical in several countries. The Parent Company maintains access
to the government capital market for issues of senior and subordinated instruments and/or instruments that are sensitive to
changes in credit ratings. This approach made it possible to diversify sources of liquidity supply in terms of markets and
instruments.
The circulation of cash is guaranteed through a Cash Pooling system that allows Group banks to fund themselves or lend
excess liquidity through the Parent Company's Treasury Unit, which, in this way, optimizes liquidity that already exists in the
Group through second-level netting by gathering cash from banks that have excess liquidity and lending the funds to banks
that are short on cash, thereby reducing the need to access sources of financing in the market.
The Group's Transfer Pricing Policy, which places an appropriate price on liquidity for business areas, allows for the efficient
allocation of liquidity and thus serves as an important strategic management tool.
In the first nine months of the year, the Group realized 90% of the medium-long term funding plan, taking into consideration
the opportunity of issuing secured instruments such as guaranteed bonds in Italy.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
202

Section 4 – Operational risk
Qualitative Information
203
>> Condensed Consolidated Financial Statements
Part E) – Information on risks and related risk management policies
A. General aspects, operational processes and methods for measuring
operational risk
Operational risk
Operational risk is the risk of loss due to errors, infringements, interruptions, damages caused by internal processes or
personnel or systems or caused by external events. This definition includes legal and compliance risks, but excludes strategic
and reputational risk.
For example, losses arising from the following can be defined as operational: internal or external fraud, employment practices
and workplace safety, clients claims, products distribution, fines and penalties due to regulation breaches, damage to the
company’s physical assets, business disruption and system failures, process management.
Group operational risk framework
UniCredit Group sets the operational risk management framework as a combination of policies and procedures for controlling,
measuring and mitigating the operational risk of the Group and controlled entities.
The operational risk policies, applying to all Group entities, are common principles defining the roles of the company bodies,
the operational risk management function as well as the relationship with other functions involved in operational risk
monitoring and management.
Parent company coordinates the Group entities according to the internal regulation and the Group operational risk control
rulebook. Specific risk committees (Risk Committee, ALCO, Operational Risk Committee) are set up to monitor risk exposure
and mitigating actions, to approve measurement and control methods.
The methodology for data classification and completeness, scenario analysis, risk indicators, reporting and capital at risk
measurement is set by Parent company Operational Risk Management (ORM) function and applies to all Group entities. A
key element of the risk control framework is the operational risk management application, allowing the collection of the data
required for operational risk control and capital measurement.
In March 2008, the UniCredit Group received authorization to use the Advanced Measurement Approach (AMA) model for
calculating operational risk capital. The use of this method will in time be rolled out to the main entities of the Group.

Organizational structure
Senior Management is responsible for approving all aspects relating to the Group operational risk framework and verifying the
adequacy of the measurement and control system, and is regularly updated on changes to the risk profile and operational risk
exposure, with support from the appropriate risk committees if required.
At Parent company level is set up the Group Operational Risk Committee - chaired by Group Chief Risk Officer.
The permanent members are functions of Parent company: Operational and Reputational Risks Portfolio Management,
Transactional Risk Managers and other functions involved in controlling and managing operational risk as for example
Compliance, Legal, Tax Affairs, Human Resources, Security and Internal Audit. Other functions of Parent company,
representing the areas and Operational Risk Management (ORM) functions of relevant entities, are called to attend to the
Committee when required.
The Committee is responsible for monitoring operational risks at Group level, evaluating incidents significantly affecting the
overall operational risk profile, submitting to the “Group Risk Committee”, for either approval or information operational risk
strategies and policies, methodologies and limits as well as regular reporting on operational risk portfolio.
The Group Operational Risk Committee meets with consulting and suggestion functions for submission to the Group Risk
Committee for the following topics:
� Group risk appetite
� definition of operational risk limits
� Internal models for operational risk measurement for regulatory and economic capital purposes
� operational risk strategies
The Group Operational Risk Committee meets with approval function for the following topics:
� guidelines and policies on operational risk topics
� mitigation actions
� strategies for insurance hedging
Parent company Operational and Reputational Risks Portfolio department oversees and manages the overall operational and
reputational risks profile of the Group by defining all the relevant strategies, methodologies and limits.
In the department there are two organizational units devoted to operational risk management.
Operational Risk Methodologies and Control unit is responsible for developing operational risk management methodologies,
for the Group capital at risk measurement and defining Group guidelines for operational risk control, supporting and
controlling the legal entities’ ORM functions, in order to verify that Group standards are met in the implementation of control
processes and methodologies.
Operational Risk Strategies and Mitigation unit is responsible for defining and monitoring operational risk limits, defining
strategies, planning mitigation actions and monitoring their implementations.
The ORM functions of the controlled entities provide specific operational risk training to staff, who can also use intranet
training programs, and are responsible for the correct implementation of the Group framework elements. Parent company's
Operational Risk Management function prepares regular updates on regulatory and managerial aspects of operational risk,
which are sent to the functions responsible for operational risk control and management.
In compliance with regulations, an internal validation process (self-assessment) for the operational risk control and
measurement system has been set up at Parent company and in the Group entities in order to verify the conformity with
regulations and Group standards.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
204

205
>> Condensed Consolidated Financial Statements
Part E) – Information on risks and related risk management policies
The entities provide a summary of the activities carried out and assess whether they comply with regulations and Group
standards. Where areas for improvement are identified, the proposed actions must be defined, along with, where possible,
the predicted timeframe for their implementation.
The entities applying the advanced model (Advanced Measurement Approach) and those of the Italian entities using the
standard approach (Traditional Standardized Approach) must compile the validation document and submit it to Parent
company. The validation document, together with Parent company’s opinion and the Internal Audit report, are submitted to
the entity's Board of Directors for approval.
Parent company’s Risk management function is responsible for drawing up the Group validation document and submitting it
to the UniCredit Board of Directors for approval, together with the Internal Audit report.
Reporting
A reporting system has been developed by Parent company to inform senior management and internal control bodies about
the Group's operational risk exposure and the risk mitigation actions.
In particular, quarterly updates are provided on operating losses, capital-at-risk estimates, relevant external events and the
main initiatives undertaken to mitigate operational risk in the various business areas. A summary of the most important risk
indicators is drawn up each month.
The results of the main scenario analyses carried out at Group level and the relevant mitigation actions undertaken are also
submitted to the attention of the Group's Operational Risk Committee.
Operational risk management and mitigation
Operational risk management consists of process reengineering to reduce risk exposure, including outsourcing
considerations, and insurance policies management, defining proper deductibles and policies’ limits.
Regularly tested business continuity plans will also assure operational risk management in case of interruption of main
business services.
The Risk Committee (or other bodies in accordance with local regulations) reviews risks tracked by the Operational Risk
functions of the Legal entities, with the support of functions involved in daily operational risk control and monitors the risk
mitigation initiatives.
Risk capital measurement and allocation mechanism
UniCredit developed a proprietary model for measuring capital requirements. The system for measuring operational risk is
based on internal loss data, external loss data (consortium and public data), scenario generated loss data and risk indicators.
Capital requirements are calculated per operational event type class. For each risk class, severity and frequency of loss data
are separately estimated to obtain the annual loss distribution through simulation, considering also insurance coverage. The
severity distribution is estimated on internal, external and scenario generated data, while the frequency distribution is
determined using only the internal data. An adjustment for key operational risk indicators is applied to each risk class. Annual
loss distributions of each risk class are aggregated through a copula based method. Capital at risk is calculated at a
confidence level of 99.9% on the overall loss distribution for regulatory purposes and at a confidence level 99.97% for
economic capital purposes.
By the allocation mechanism, the individual legal entities’ capital requirements are identified, reflecting the Legal Entities’ risk
exposure and risk management effectiveness.
The internal model (AMA) has been formally approved by the Supervisory Authority and is expected to be rolled out to all the
relevant Group entities before the end of 2012. The entities not yet authorised to use the advanced methods contribute to the
consolidated capital requirement on the basis of the standard (TSA) or basic (BIA) method.

B. Legal Risks
There are a number of lawsuits pending against UniCredit Spa and other UniCredit Group entities.
In many lawsuits the outcome of proceedings and the amount of the liability, if any, are highly uncertain. Such cases include
criminal proceedings and other regulatory investigations, as well as litigation where claimants seek unspecified damages
(such as class action lawsuits in the United States). In such cases, no provision is made until it is possible to determine
whether a liability has been incurred or to estimate the amount of that liability. Where instead it is possible to estimate in a
reliable manner the amount of any loss and such loss is likely to be incurred, UniCredit makes provisions in appropriate
amounts according to the circumstances and under IFRS.
An adverse outcome of these suits might, however, have a negative effect on the UniCredit Group’s economic and financial
condition.
The following are cases pending at September 30, 2009, in which the Group is a defendant and the claim is equal to or
exceeds €100 million. Tax, labour-law and debt recovery cases are not included.
Action initiated against UniCredit, its CEO and the CEO of HypoVereinsbank ("Hedge
Funds Claim") and action initiated by Verbraucherzentrale (“Vzfk Claim”)
In July 2007, eight hedge funds, being minority shareholders of HVB submitted a writ of summons to the Munich Court for
damages allegedly suffered by HVB as a consequence of certain transactions regarding the transfer of equity investments or
business lines from HVB, after its entry into the Group, to UniCredit or other Group companies (or vice versa). In addition,
they argue that the cost of the reorganisation of HVB should be borne by UniCredit.
The defendants in the lawsuit are UniCredit, its CEO (Mr. Alessandro Profumo) and the CEO of HVB (Mr. Wolfgang
Sprissler).
The plaintiffs are seeking: (i) damages to the amount of Euro17.35 billion payable to HVB; (ii) that the Munich Court order
UniCredit to pay HVB’s minority shareholders appropriate compensation in the form of a guaranteed regular dividend from 19
November 2005 onwards.
The defendants lodged their defences with the Munich Court on February 25, 2008. The first oral hearing is set to take place
on December 2009.
The defendants, while aware of the risk that any such suit inevitably entails, are of the opinion that the claims are groundless,
bearing in mind that all the transactions referred to by the plaintiffs were effected on payment of consideration which was held
to be fair inter alia on the basis of external independent opinions and valuations. For these reasons no provision has been
made.
Another minority shareholder of HVB (Verbraucherzentrale fur Kapitanleger e V., VzfK), the former owner of a small equity
investment in HVB, has brought an action against UniCredit, against its CEO Alessandro Profumo and against the CEO of
HVB, Wolfgang Sprissler, jointly and severally. To be specific, the plaintiffs have asked the Munich Court:
� to order UniCredit, Mr. Profumo and Mr. Sprissler to pay Euro173.5 million (1% of the amount claimed pursuant to the
referenced Hedge Fund Claims);
� to order UniCredit to pay HVB’s minority shareholders a regular dividend guaranteed in accordance with current
German law;
� from a procedural standpoint, to combine this action with the action brought by the hedge funds.
The main argument of “Vzfk” is that UniCredit, Mr. Profumo and Mr. Sprissler are allegedly responsible for the fact that the
business combination between UniCredit and HVB supposedly does not meet legal requirements, and in particular, that it
violates Article 291 of the German Stock Corporation Act. In fact, UniCredit is alleged to have carried out the business
combination as a majority shareholder in pursuit of its own interests (acquisition of HVB’s banking business in CEE countries
at lower than market price) to the detriment of the interest of HVB’s minority shareholders. Mr. Profumo and Mr. Sprissler, in
their capacity as CEOs of the respective banks, allegedly contributed to the preparation and implementation of the
aforementioned business combination plan.
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The summons was served on Wolfgang Sprissler on August 11, 2008, in the German language, and on Alessandro Profumo,
in the Italian language, on March 23, 2009. On June 2, 2009, all of the defendants appeared in the matter, asking the
Regional Court of Munich to reject the plaintiffs’ claims.
Since it is believed that the claim is groundless, no provision has been made.
On July 29, 2009 a decision was taken by the Court to join the VzfK proceeding with the Hedge Funds proceeding.
Special Representative
On June 27, 2007 the Annual General Meeting of HVB passed, inter alia, a resolution authorising a claim for damages to be
made against UniCredit, its legal representatives, and the members of HVB’s management board and supervisory board,
citing alleged prejudice to HVB due to the sale of equity investment held by the latter in Bank Austria and the Business
Combination Agreement (BCA) entered into with UniCredit during the business combination process. Mr. Thomas Heidel, a
solicitor, was appointed Special Representative with the duty of verifying if there are sufficient grounds to move forward with
this claim. To this end the Special Representative was granted the authority to examine documents and obtain further
information from the company.
Based on his investigations especially within HVB, in December 2007 the Special Representative called on UniCredit to
return to HVB the Bank Austria shares it had sold.
In January 2008 UniCredit replied to the Special Representative stating that in its view such a request was completely
unfounded for a number of reasons.
On February 20, 2008 Thomas Heidel, in his capacity as Special Representative of HVB, filed a petition against UniCredit
S.p.A., its CEO, Alessandro Profumo, as well as against HVB’s CEO, Mr. Wolfgang Sprissler, and its CFO, Rolf Friedhofen,
requiring the defendants to return the Bank Austria shares and to reimburse HVB for any additional losses in this matter or - if
this application is not granted by the Court - to pay damages in the amount of at least Euro13.9 billion.
The suit cites the damage claim filed against UniCredit, its CEO and the CEO of HVB (the "Hedge Funds Claim") and is
supported by further arguments.
Attorney Mr. Thomas Heidel has filed and given notice of an amendment to his petition. In it he asks that UniCredit, its CEO
and the CEO and CFO of HVB be ordered to return the additional amount of Euro2.92 billion in addition to damages that
might ensue from the capital increase approved by HVB in April 2007 following the transfer of the banking business of the
former UniCredit Banca Mobiliare (UBM) to HVB. In particular, the Special Representative asserts that the contribution was
overvalued and that the rules on auditing were violated.
Since it is doubtful that the amendment of the Special Representative’s petition is in line with the resolution passed by the
HVB shareholders’ meeting in June 2007, UniCredit considers the plaintiff’s claims to be unfounded, partly in consideration of
the fact that both the sale of Bank Austria and the transfer of the operations of the former UBM in exchange for the capital
increase in HVB occurred on the basis of independent assessments of well known auditing firms and investment banks, and
thus, it has not made any provisions.
It should be noted that on November 10, 2008 an extraordinary shareholders’ meeting of HVB was held, and it resolved to
remove the attorney Thomas Heidel as Special Representative of HVB. This means that – unless such resolution is declared
null and void – the Special Representative no longer has authority to prosecute the actions brought against UniCredit, its
representatives and the representatives of HVB. In particular, the removal currently prevents the Special Representative from
continuing his petition for damages, which, moreover, will not disappear automatically but, rather, only if a decision in this
regard is made by HVB's supervisory board (against Mr. Sprissler and Mr. Friedhofen) and management board (against
UniCredit and its CEO). HVB’s decision-making bodies initiated a review of this complex matter assisted by external counsel
to make the related decisions under their authority.
The removal of the Special Representative was contested by Mr. Heidel himself and by a minority shareholder. Upon the
claim of Mr. Heidel the resolutions to revoke his appointment and to dismiss him from office were declared null and void by
the Munich Regional Court I on August 27, 2009. This ruling however is not yet final and binding.
On June 2, 2009 the Trial Court suspended the Heidel-Action until a final binding ruling is issued on the validity of the
appointment and subsequent removal of the Special Representative.
The Special Representative submitted a motion for reexamination of the court’s order to stay the "Heidel-Action"; it will fall to
the same trial court to decide on this and if, as believed, its decision is not altered, it will be up to the Higher Regional Court to
decide on whether the stay is proper.

Cirio
In April 2004 the Extraordinary Administrator of Cirio Finanziaria S.p.A. served notice on Mr. Sergio Cragnotti and various
banks including Capitalia S.p.A. (recently absorbed by UniCredit) and Banca di Roma S.p.A., of a petition to obtain a
judgment declaring the invalidity of an allegedly illegal agreement with Cirio S.p.A., whose purpose was the sale of the dairy
company Eurolat to Dalmata S.r.l. (Parmalat Group). The Extraordinary Administrator subsequently requested that Capitalia
S.p.A. and Banca di Roma S.p.A. be found jointly liable to pay back a sum of approximately Euro168 million, and that all the
defendants be found liable to pay damages of Euro474 million.
The Extraordinary Administrator also requested, in the alternative, the rescission pursuant to Article 2901 Italian Civil Code of
the deeds of settlement made by Cirio S.p.A. and/or repayment by the banks of the sums paid over by Cirio under the
agreement in question, on the grounds of unjust enrichment.
In May 2007 the case was retained for the judge’s ruling. No preliminary investigation was conducted. In February 2008 an
unexpected ruling of the Court ordered Capitalia S.p.A. (currently UniCredit S.p.A.) jointly and severally with Mr. Sergio
Cragnotti to pay the sum of Euro223.3 million plus currency appreciation and interest accrued from 1999. UniCredit S.p.A.
has appealed, requesting suspension of the execution of the judgment in the lower court.
By its order dated March 17, 2009 the Court of Appeal of Rome recognized that prima facie the grounds for appeal presented
by UniCredit S.p.A. were not without serious foundation and suspended the sentence issued against UniCredit and Mr. Sergio
Cragnotti to pay Euro223.3 million together with monetary revaluation and interest since 1999 as ordered by the Court of
Rome in February 2008 in favor of the Administrators of Cirio. The next hearing is set for November 10, 2009.
In April 2007 certain Cirio group companies in administration filed a petition against, inter alia, Capitalia S.p.A. (now UniCredit
S.p.A.), Banca di Roma S.p.A., UniCredit Banca Mobiliare S.p.A. (now UniCredit S.p.A.) and other banks for damages arising
from their role as arrangers of bond issues by Cirio Group companies, which according to the plaintiffs were already insolvent
at that time. Damages claimed jointly from all defendants have been quantified as follows:
� for the increase of the losses entailed by the claimants’ bankruptcy: in a range of Euro421.6 million to Euro2.082
billion (depending on the criteria applied);
� fees paid by some of the claimants to the lead managers for the placement of bonds: a total of Euro9.8 million; and
� the loss suffered by Cirio Finanziaria S.p.A. (formerly Cirio S.p.A.) due to the impossibility of recovering, by post-
bankruptcy clawback, at least the amounts used by Cirio Finanziaria S.p.A. between 1999 and 2000 to cover the
debts of some companies of the group: an amount to be determined during the proceedings,
in each case with the addition of interest and currency appreciation from the date owed to the date of payment.
In a decision on November 3, 2009, the Court rejected the plaintiff’s claim, ordering the Cirio group companies under special
administration jointly and severally to reimburse the defendant banks for legal expenses.
UniCredit, having noted the opinion of its defense counsel, always believed the action to be groundless, and was confident
the judgment would be favorable. Accordingly, no provisions were made.
International Industrial Participations Holding IIP N.V.
On October 30, 2007, International Industrial Participations Holding IIP N.V. (former Cragnotti & Partners Capital Investment
N.V.) and Sergio Cragnotti brought a civil action against UniCredit S.p.A. (as successor to Capitalia) and Banca di Roma
S.p.A. for compensation of at least Euro135 million allegedly resulting (as actual damage and loss of profits):
� primarily, from the breach of financial assistance undertakings previously executed in favour of Cragnotti & Partners
Capital Investment N.V., Sergio Cragnotti, Cirio Finanziaria and the Cirio group, causing the insolvency of the group;
and
� secondarily, from an illegitimate refusal to provide to Cirio Finanziaria S.p.A. and to the Cirio group the financial
assistance deemed necessary to repay a bond expiring on 6 November 2002, acting with a lack of good faith and
unfairly.
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The Judge for Preliminary Proceedings set the hearing for more specific allegations for October 18, 2010.
Following a number of recent restructuring transactions in the UniCredit Group, without prejudice to the legitimation of
UniCredit S.p.A. as defendant, the question in law, previously attributable to Banca di Roma S.p.A., was transferred to
UniCredit Corporate Banking S.p.A.
The plaintiffs’ claim in this proceeding appears totally groundless.
Based on this, no provisions have been made at this time.
Qui Tam Complaint against Vanderbilt LLC and other UniCredit Group companies
On July 14, 2008, pursuant to local New Mexico law (Qui Tam Statute), according to which anyone who is a state resident
has standing to bring a civil legal action on the state’s behalf, Frank Foy and his wife filed a complaint on behalf of the State
of New Mexico regarding some investments in Vanderbilt LLC (“VF”) (a company in which UniCredit indirectly owns a non-
controlling interest) made by the New Mexico Educational Retirement Board (ERB) and the State of New Mexico Investment
Council (SIC). Frank Foy alleges that he held the position of Chief Investment Officer of ERB and that he resigned in March
2008.
On behalf of the State of New Mexico, Frank Foy is requesting total damages of USD 360 million (including applicable
penalties pursuant to the New Mexico Fraud against Taxpayers Act, which provides for the possibility of claiming damages
that are three times the injury suffered) on the basis of the New Mexico Fraud against Taxpayers Act alleging that Vanderbilt
VF and the other defendants surreptitiously led ERB and SIC into investing USD 90 million in Vanderbilt products (i)
knowingly providing false information on the nature and degree of risk of the investment in VF and (ii) promising improper
donations to the Governor of the State of New Mexico (still in office), Bill Richardson, and to other State officials, for purposes
of encouraging such investments. Frank Foy maintains that the State suffered an injury equal to the entire initial investment of
USD 90 million (indirect damages) and requests an additional USD 30 million for the loss suffered (loss of income).
The list of defendants includes, inter alia :
� Vanderbilt Capital Advisors, LLC (VCA), an indirect subsidiary of Pioneer Investment Management USA Inc. (PIM
US);
� Vanderbilt Financial, LLC (VF), a special purpose vehicle in which PIM US holds an equity interest of 8%;
� Pioneer Investment Management USA Inc. (PIM US), a wholly owned subsidiary of PGAM;
� PGAM, a wholly owned subsidiary of UniCredit;
� UniCredit;
� Several directors of VCA, VF and PIM US;
� Law firms, audit firms, investment banks and officials of the State of New Mexico.
It is too early yet to place a value on the economic effects that could derive from the proceeding in question.
The defendants have moved for denial of the plaintiffs’ claims. The Court has not yet set a date for hearing such motions.
The complaint has been served on the US companies, including Vanderbilt Capital Advisors and Pioneer Investment
Management USA Inc. (both part of the UniCredit Group). The individuals sued have also received service of the complaint.
On September 24, 2009, UniCredit also received service of the complaint. PGAM has not yet been regularly sued.

Divania S.r.l
In the first half of 2007, Divania S.r.l. brought a legal action against UniCredit Banca d’Impresa S.p.A. (now UniCredit
Corporate Banking) challenging transactions made in rate and currency derivatives between January 2000 and May 2005 first
by Credito Italiano S.p.A. and then by UniCredit Banca d’Impresa S.p.A. (now UniCredit Corporate Banking) (overall 206
contracts were subscribed). The complaint, requesting that the non-existence of such contracts be found or, subsidiarily, their
annulment or cancellation or termination and that UniCredit Banca d’Impresa S.p.A. (now UniCredit Corporate Banking) be
ordered to pay the overall sum of approximately €276.6 million plus legal expenses and subsequent interest, was filed on
March 26, 2007 at the Court of Bari in accordance with the new corporate procedure. In autumn 2008, a court-appointed
expert witness report was ordered. Recently, the expert witnesses requested a 120-day extension to file the experts’ report,
which should accordingly be filed in early March 2010. The matter is pending on the Date of the Information Prospectus.
UniCredit Corporate Banking believes that the amount claimed is disproportionate to the real risk of the case, since it was
determined by the algebraic sum of all the debits made (in excess of the real amount, moreover), without instead computing
the credits which drastically decrease the plaintiff’s claims. Furthermore, a settlement agreement was reached regarding the
transactions in dispute (signed on June 8, 2005) whereby Divania S.r.l. stated that it had nothing more to claim on any basis
in relation to the transactions now being challenged. The complaint challenges the validity of the settlement: in fact, it argues
that it is void based on the alleged unlawfulness of the transactions that were the subject thereof. In the opinion of UniCredit
Corporate Banking, the risk of the case can be quantified at most at €4 million, equal to the sum debited from the company’s
account at the time of settlement. As a safeguard for this risk, provisions have been made in an amount deemed consistent
with what the risk of the case is at this time.
On September 21, 2009, Divania S.r.l. served an additional complaint on UniCredit Corporate Banking, before the Court of
Bari, requesting compensation for damage allegedly suffered and quantified overall at €68.9 million, resulting from the bank’s
conduct in relation to the derivatives transactions carried out and, in general, its conduct in managing the relationship with the
customer. The case is closely related to the one already pending, and the defense has accordingly been entrusted to the
same defense counsel.
Believing the claim to be groundless since the plaintiff’s crisis is not attributable to the relationships maintained with the bank,
but ascribable to business and market dynamics, no provisions have been made.
Acquisition of Cerruti Holding Company by Fin.Part S.p.A.
At the beginning of August 2008, bankruptcy trustee of Fin.Part S.p.A. (Fin.Part) brought a civil action against UniCredit
S.p.A., UniCredit Banca S.p.A., UniCredit Corporate Banking S.p.A. and another bank not belonging to the UniCredit Group
claiming the defendants' contractual and tort liability.
Fin.Part makes claim against each of the defendant banks - jointly and severally or, as a subordinate alternative, against each
to the extent applicable - for compensation of damages allegedly suffered by Fin.Part and by its creditors as a result of the
acquisition of Cerruti Holding Company S.p.A. (Cerruti).
The action is meant to challenge the legality of the conduct displayed during the course of the years 2000 and 2001 by the
defendant banks – in concert among them – directed toward the acquisition of the fashion sector of the “Cerruti 1881” group
by means of a complex economic and financial transaction focused particularly on the issuance of a bond for Euro200 million
issued by a Luxembourg vehicle (C Finance s.a.).
It is maintained that Fin.Part was not able to absorb the acquisition of Cerruti with its own funds and that the financial
obligations connected with the payment of the bond brought about the bankruptcy of the company.
The bankruptcy trustee therefore requests compensation of damages in an amount equal to Euro211 million, which
represents difference between the liabilities (Euro341 million) and the assets (Euro130 million) of the bankruptcy estate, or
else such other amount as the court may establish. It is also requested that the defendants make restitution of all the sums
obtained as commissions, fees and interest in relation to the allegedly fraudulent activities.
On December 23, 2008 papers were filed that included the bankruptcy of C Finance s.a. in the case.
The trustee in bankruptcy asserts that the state of insolvency of C Finance, which was already in existence at the time of its
establishment due to the issuance of the bond and the transfer of proceeds to Fin.Part in exchange for assets with no value,
should be attributed to the banks involved in causing the financial difficulties since their executives contributed to devising and
executing the transaction.
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The banks are asked to provide compensation for damages equal to: a) the total of bankruptcy liabilities (Euro308.1 million);
or b) amounts disbursed by C Finance to Fin.Part and Fin.Part International (Euro193 million); or c) the amount collected by
UniCredit (Euro123.4 million).
In another area, the banks are being asked to return the amounts collected (Euro123.4 million in addition to Euro1.1 million in
commissions) due to the alleged invalidity and illegality of the case, or for an illegal reason involving all the parties to the
complex deal that the transaction in question allegedly turned into. This transaction was aimed at paying the debts of Fin.Part
to UniCredit through the illegal transfer of wealth from C Finance to UniCredit. In addition, the transaction was allegedly a
means for evading Italian laws on the limits and procedures for issuing bonds.
The UniCredit Group’s legal counsel is assessing procedural aspects and the relationship between the accompanying
petitions of the two bankruptcies including on the basis of the appeal pursuant to Article 101 of the Bankruptcy Law, filed by
the C Finance Bankruptcy against the Fin.Part Bankruptcy.
In January 2009 the judge rejected the application for attachment against the defendant, which is not a part of our Group, in a
structured order that contained numerous findings deemed favorable to our position as well.
In the opinion of UniCredit, based on the information provided by its legal counsel, the opposing claim appears to be
unfounded as well as weak in terms of evidence. As a result, and also on the basis that the proceeding is just getting started,
no provisions have been made at this time.
On October 2, 2009, the Fin.Part bankruptcy trustee sued UniCredit Corporate Banking (as the successor of the former
Credito Italiano) before the Court of Milan, requesting that (i) the “payment” of €46 million made by Fin,Part in September
2001 to the former Credito Italiano be declared void and, consequently, (ii) the defendant be ordered to return that amount,
which involves recovery of a loan granted by the bank as part of the overall financial operation already challenged in the
previous lawsuit.
The plaintiff’s claim appears to be included in the action already brought by the Fin.Part trustee in the lawsuit already in
progress.
Seanox Oil P.T.
In 2004, Seanox Oil P.T., with its registered office in Jakarta, made a decision to liquidate (through Branch 26 in Milan of the
former Banca di Roma) two certificates of deposit that were apparently issued by UBS for a total amount of USD 500 million
(USD 300 million and USD 200 million).
The aforementioned company instituted proceedings against the former Banca di Roma, claiming that it had suffered unjust
loss deriving from the alleged illicit delivery to UBS Bank, Zurich of one of the certificates, i.e. the one with a face value of
USD 200 million, which, having been proved to be false, was withdrawn by the aforementioned UBS Zurich.
Accordingly, the plaintiff company requested compensation for damages quantified as the face value of the certificate of
deposit withdrawn by UBS, or U.S.$ 200 million, i.e. around Euro158 million.
It should be noted that the second certificate with a face value of U.S.$ 300 million, not being dealt with by this action, was
seized by the GDF [Italian financial police] at the vault of the aforementioned Milan branch of the Banca di Roma on
November 18, 2004 within the context of a criminal proceeding pending before the Court of Trento involving accusations in
connection with the aforementioned certificates of deposit. This proceeding ended with the defendants’ acquittal.
The Bank duly appeared in court to dispute the reconstruction of events and to ask for the petitions filed to be wholly rejected
as unfounded in law and in fact. Following a number of recent restructuring transactions in the UniCredit Group, the question
in law that was the object of the lawsuit was transferred to UniCredit Banca S.p.A.
To cover these risks, provisions have been made in an amount deemed to be in line with what the actual risk of litigation
would now appear to be.

Mario Malavolta
On July 2009 Mr. Mario Malavolta, also in his capacity as shareholder and director of Malavolta Corporate S.p.A. and its
subsidiaries and affiliated companies, served a writ of summons to UniCredit S.p.A. in order to obtain damage compensation
(about Euro 135 million) allegedly due to the bank’s misconduct. He is also claiming to declare the application of
compounding interest on such companies’ current accounts.
UniCredit Corporate Banking S.p.A. is the company of the Group entitled to be sued in this proceeding.
The plaintiff disputes the bank’s conduct for the period 2006-2007. As a matter of fact he alleges the bank’s unwarranted
interference in the Malavolta companies decisional processes, which allegedly hindered the group reorganization and caused
financial losses (today all the Malavolta Group companies are in Bankruptcy or admitted to composition with creditors).
However it is alleged that such facts and circumstances also caused heavy damages to Mr Mario Malavolta, as shareholder
and director of the Holding Company and its subsidiaries.
The first hearing is scheduled for November 27, 2009.
The matter is currently at an early stage and no provisions have been made at this time.
Valauret S.A.
In 2001 the plaintiffs (Valauret S.A. and Mr. Hughes de Lasteyrie du Saillant) bought shares in the French company Rhodia
S.A. (Rhodia). They allege that they suffered losses due to a fall in the price of Rhodia shares in 2002 and 2003 and argue
that the loss of value was caused by earlier fraudulent activities committed by the Directors of the company which made the
accounts untrue and misleading.
In 2004, the plaintiffs first filed a petition claiming damages from Rhodia board members and auditors, as well as from Aventis
S.A. (the alleged majority shareholder of Rhodia S.A.). Later they extended their claims step by step to a total of 14
defendants, the latest being Bank Austria (against which a petition was filed at the end of 2007) as successor of Creditanstalt
AG. The plaintiffs allege the latter was involved in the alleged fraudulent activities as it was the bank of one of the involved
companies. Valauret S.A. seeks damages in the amount of €129.8 million plus costs, while Hughes de Lasteyrie du Saillant
of €4.09 million for direct damages, €200,000 for moral injury and €100,000 to reimburse court costs under Section 700 of the
French Code of Civil Procedure. BA regards the allegations as to an involvement of Creditanstalt AG in the alleged
fraudulent activities as completely unfounded. Since 2006, i.e. before the claims were extended to Bank Austria, there has
been a stay of the civil proceedings due to the opening of criminal proceedings.
In December 2008, the Commercial Court of Paris also stayed proceedings against Bank Austria.
Treuhandanstalt
As a consequence of its involvement in favour of the defendant AKB Privatbank Zürich AG, there is pending against Bank
Austria Creditanstalt AG (now BA) a suit relating to alleged claims of Treuhandanstalt, the German public body for new
Länder reconstruction, the predecessor of the Bundesanstalt für vereinigungsbedingte Sonderaufgaben (BvS). AKB
Privatbank Zürich, ex Bank Austria (Schweiz) AG, is a former subsidiary of Bank Austria. Essentially it is asserted that the
former subsidiary participated in the embezzlement of funds from companies in the former East Germany. BvS seeks
damages in the amount of approximately €128 million plus interest as from 1992. Bank Austria believes that these claims are
unfounded. Accordingly, no provisions have been made so far to cover the related risks, except for the associated costs.
On June 25, 2008 the Zurich District Court rejected the request of BvS with the exception of the amount of approximately
€320,000, which, in the opinion of the Court, represents the fees applied bona fide by the former Bank Austria subsidiary
under a contract which is not effective any more. Overall, the judgment confirmed that the Bank’s actions were appropriate.
As a result of the appeal brought by both parties, the lawsuit will proceed before the Zurich Court of Appeal.
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Association of small shareholders of NAMA d.d. in bankruptcy; Slobodni sindiKat (free
syndicate)
Zagrebačka was sued before the Municipal Court of Zagabria by two plaintiffs: (i) the association of small shareholders of
NAMA d.d. in bankruptcy; (ii) Slobodni Sindikat (Free Syndicate).
The plaintiffs maintain that Zagrebačka violated the rights of NAMA d.d., as minority shareholder of Zagrebačka until 1994.
The plaintiffs argue, inter alia, that Zagrebačka failed to distribute profits to NAMA d.d. in the form of shares of Zagrebačka.
Therefore, the plaintiffs ask the Court to order Zagrebačka to allot the ownership of 44,858 shares of Zagrebačka to NAMA
d.d. or, alternatively, to pay the monetary equivalent, which the plaintiffs estimate at Kune 897,160,000.00 (approximately
€123.7 million), assuming that each share has a value of Kune 20,000.
Zagrebačka maintains that the plaintiffs do not have standing to sue, since they were never shareholders of Zagrebačka, nor
owners of the rights allegedly violated .
On the merits Zagrebačka maintains that the alleged violations of the rights attendant upon former minority shareholder
NAMA d.d. never occurred. Zagrebačka therefore believes that the plaintiffs’ claims are unfounded and that they have not
proven either the existence of the rights or the quantification of the damages in any manner in court.
Considering this, Zagrebačka considers the case frivolous and, therefore, has not made any provision on the Date of the
Information Prospectus.
GBS S.p.A.
At the beginning of February 2008, General Broker Service (GBS S.p.A.) started an arbitration proceeding against UniCredit
S.p.A. whose ultimate aim is to obtain: (i) a declaration that the withdrawal from the insurance brokerage agreement notified
by the Capitalia Group in July 2007 is illegitimate and ineffective; (ii) the re-establishment of a right of exclusivity originated by
a 1991 agreement; (iii) a declaration of the violation of the abovementioned right of exclusivity for the period 2003-2007; (iv)
compensation for the losses incurred in the amount of €121.7 million; and (v) a declaration that UniCredit shall not be allowed
to participate in any public auctions through its subsidiaries if not in association with GBS S.p.A.
The 1991 agreement, which contained an exclusivity obligation, had been executed between GBS S.p.A. and Banca
Popolare di Pescopagano e Brindisi. In 1992 this bank merged with Banca di Lucania and became Banca Mediterranea. In
2000 Banca Mediterranea was merged into Banca di Roma S.p.A. which later became Capitalia S.p.A. (now UniCredit
S.p.A.).
The brokerage relationship with GBS S.p.A., having its roots in the 1991 contract, was then ruled by (i) an insurance
brokerage service agreement signed in 2003 between GBS S.p.A., AON S.p.A. and Capitalia S.p.A., whose validity had been
extended until May 2007; and (ii) a similar, newer agreement signed in May 2007 between GBS S.p.A., AON S.p.A. and
Capitalia Solutions S.p.A., in its own name and as proxy of commercial banks and in the interest of the companies of the
former Capitalia Group, holding company included.
In July 2007 Capitalia Solutions S.p.A., on behalf of the entire Capitalia Group, exercised its right of withdrawal from the
above contract in accordance with the terms of the contract (in which it is expressly recognized that, in the event of a
withdrawal, the entities/banks of the former Capitalia Group should not be obliged to pay to the broker any amount for
whatever reason).
At the request of GBS, an expert witness report was ordered. Its results have been broadly criticized by UniCredit.
The arbitral award will be issued by November 19, 2009.
Considering the circumstances that have characterized the proceeding to date, although not able to entirely exclude the
possibility of an award unfavorable to the Bank, confidence remains high regarding the final outcome of the dispute taking into
account the substantive lack of grounds of the complaint.
At present no provisions have been made.

Hypo Real Estate AG and Hypo Real Estate International AG versus HVB
Until 2001, HVB was the parent company of a group that was consolidated for trade-tax purposes. Each year it paid the
competent authority all taxes due from the entire group and then recovered the paid sums from the individual companies.
Hypo Real Estate Bank AG (and Hypo Real Estate Bank International AG, wich has been mergered into Hypo Real Estate
Bank AG), wich belonged to this group under trade tax law, regarded the sum attributed to them as excessive and initiated
legal proceedings at the District Court of Munich.
In a judgment of April 29, 2008, the Court ordered HVB to repay Euro75.5 million plus interest and costs, amounting to about
Euro112 million.
HVB, encouraged by the opinion of its external counsel, believes that the plaintiffs have no valid claim. It has therefore
appealed against the first-instance judgment.
A decision is expected not earlier than two years from now. In any event, to be conservative, provisions have been made in
an amount deemed to be in line with what the actual risk of litigation would now appear to be.
FinTeam s.r.o.
On March 20, 2009, the Slovak company FinTeam, spol. s.r.o. (“Plaintiff”) filed a claim against UniCredit Bank Slovakia a.s.
(“Bank”) in relation to currency derivatives (forward and option transactions on the currency pair of EUR/SKK) based on a
Master Treasury Agreement (“Agreement”) concluded between the Plaintiff and the Bank.
The Plaintiff asserts that some transactions are invalid because they were not concluded in compliance with the Agreement.
The Plaintiff claims the Bank did not follow the correct negotiation process provided for by the Agreement. In particular
FinTeam asserts having suffered losses because UniCredit Bank Slovakia debited its account without any legal title.
Consequently the Plaintiff did not have enough liquidity to fulfill the Bank’s requests for additional collateral.
FinTeam also asserts the request for additional collateral was unreasonable and contrary to the Agreement.
The Plaintiff request is for the Bank to be condemned to pay a total amount of Euro100 million for damages, profits loss and
legal costs.
The lawsuit, pending in front of the District Court of Bratislava, is still in the preliminary phase and the Plaintiff has not
submitted any evidence in relation to the exact calculation of damages and loss profit.
Since, according to the Agreement, any dispute, claim or contradiction ought to be resolved by the Permanent Arbitration
Court of the Slovak Bank Association (established by the Slovak Bank Association), UniCredit Bank Slovakia will raise the
objection that the claim was filed in a court without jurisdiction.
Since UniCredit Bank Slovakia believes the claim unfounded, no provision has been made.
FURTHER MAIN TOPICS
Voidance action challenging Bayerische Hypo- und Vereinsbank AG’s transfer of Bank
Austria Creditanstalt (BA) stake to UniCredit (Shareholders’ Meeting resolution of October
25, 2006)
Numerous minority shareholders of HVB have filed petitions challenging the resolutions adopted by HVB’s Extraordinary
Shareholders’ Meeting held on October 25, 2006 approving the Sale and Purchase Agreement transferring the shares held by
HVB in Bank Austria and HVB Bank Ukraine to UniCredit, the shares held by HVB in International Moscow Bank and AS
UniCredit Bank Riga to Bank Austria and the transfer of the Vilnius und Tallinn branches to AS UniCredit Bank Riga, asking
the court to declare these resolutions null and void. In the course of this proceeding some shareholders asked the Court to
state that the Business Combination Agreement (BCA) entered into between HVB and UniCredit should be regarded as a de
facto domination agreement.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
214

215
>> Condensed Consolidated Financial Statements
Part E) – Information on risks and related risk management policies
The shareholders filed their lawsuits contesting alleged deficiencies of the formalities relating to the convocation and conduct
of the Extraordinary Shareholders’ Meeting of October 25, 2006 and that the sales price for the shares was allegedly
inadequate.
With the judgment of 31 January 2008, the Regional Court (Landesgericht) of Munich declared the resolutions passed at the
Extraordinary Shareholders’ Meeting held on October 25, 2006 to be null and void for formal reasons. The Court expressed
no opinion on the problem of the alleged inadequacy of the purchase price, but expressed the opinion that the BCA entered
into by HVB and UniCredit in June 2005 should have been submitted to the shareholders’ meeting of HVB since it constituted
a “concealed” domination agreement.
HVB filed an appeal against this judgment since it believed that there were no formal deficiencies regarding the Extraordinary
Shareholders' Meeting and that the provisions of the BCA were not actually material with respect to the purchase and sale
agreements submitted to the Extraordinary Shareholders’ Meeting on October 25, 2006, and that the matter concerning
valuation parameters did not affect the purchase and sale agreements submitted for the approval of the shareholders'
meeting. HVB also believes that the BCA is not a “concealed” domination contract due in part to the fact that the BCA
specifically prevents entering into a domination agreement for five years following the purchase offer.
In essence, the HVB shareholders’ resolution could only become null and void when the court’s decision becomes final. In
light of the duration of the appeal phase, which is currently under way, as well as the ability to further challenge the secondlevel
judgment at the German Federal Court of Justice, we estimate that it will take about three to four years for this decision
to become final.
Moreover, it should be noted that in using a legal tool recognized under German law, and pending the aforementioned
proceedings, HVB asked the Annual Shareholders’ Meeting held on July 29 and 30, 2008 to reconfirm the resolutions that
were passed by the extraordinary shareholders’ meeting of October 25, 2006 (so-called Confirmatory Resolutions). Such a
confirmatory resolution would – if it were to become binding – make the alleged deficiencies irrelevant.
The Annual Shareholders’ Meeting approved this resolution, which, however, was in turn challenged by several shareholders
in August 2008. In February 2009, an additional resolution was adopted, confirming the resolutions adopted.
At the hearing on June 25, 2009, the Court intimated its intention to reject the voidance action; the decision is expected on
December 10, 2009
In light of the succession of the Confirmatory Resolutions of July 30, 2008, the appeal proceedings initiated by HVB against
the judgment of January 31, 2008 were stayed until a final judgment is issued in relation to the confirmatory resolutions
passed by the shareholders’ meeting of HVB of July 29 and 30, 2008.
Voidance actions challenging Bayerische Hypo- und Vereinsbank AG’s (HVB’s) squeezeout
resolution (Shareholders' Meeting resolution of June 27, 2007)
The Annual General Meeting of HVB held on June 27, 2007 passed, inter alia, a resolution approving the transfer to UniCredit
of the shares of minority shareholders in exchange for a cash settlement of Euro38.26 per share (a so-called “squeeze-out”).
More than 100 shareholders filed suits challenging this resolution asking the Court to declare it null and void.
In its judgment of August 27, 2008, the Regional Court of Munich rejected the action. Various minority shareholders have
filed an appeal with the High Regional Court.
Munich Higher Regional Court on June 19, 2009 released an “order of consideration” that it intends to reject the appeals
without oral hearing and on August 27, 2009 the Munich Higher Regional Court rejected the appeals.
The resolutions adopted at the Annual General Shareholders' Meeting 2007 – especially the squeeze-out resolution –
therefore are binding (only under certain prerequisites awkwardly sustainable the same resolutions can be challenged at the
Court of Federal Justice).
HVB, which was of the opinion that such lawsuits were clearly unfounded, filed an unblocking motion in December 2007
asking the Court to grant clearance for the transfer resolution to be entered in the Commercial Register, notwithstanding the
pending claims of minority shareholders challenging this resolution.
The Munich Court accepted HVB’s request on the grounds that the procedural deficiencies of the resolution in question
claimed by the claimants were unfounded. The minority shareholders challenged the judgment in the Higher Regional Court,
which, in its judgment of September 3, 2008, rejected the appeal (the so-called Unblocking Motion of second instance). The
judgment is final, and no resort can be made to higher levels of jurisdiction.
Accordingly, on September 15, 2008, the Munich Company Register recorded the squeeze-out, and UniCredit became the
shareholder of the entire share capital of HVB.

Squeeze-out of minority shareholders of HVB (Appraisal Proceedings)
About 300 former minority shareholders of HVB have filed a request to revise the price obtained in the squeeze-out (so-called
“Appraisal Proceedings”). The dispute mainly concerns profiles regarding the valuation of HVB. UniCredit filed its defense on
July 23, 2009.
The oral hearing is scheduled for April 15, 2010.
Squeeze-out of the minority shareholders of Bank Austria
After a settlement was reached on all legal challenges to the transaction in Austria, the resolution passed by the Bank Austria
shareholders’ meeting approving the squeeze-out of the ordinary shares held by minority shareholders (with the exception of
the socalled “Golden Shareholders”) was registered in the Vienna Commercial Register on May 21, 2008.
Accordingly, UniCredit became the owner of 99.995% of the Austrian bank’s share capital with the resulting obligation to pay
minority shareholders a total amount of about Euro1,045 million including the interest accrued on the squeeze-out price in
accordance with local laws.
The minority shareholders received the payment for the squeeze-out and the corresponding interest.
Several shareholders who felt the price paid for the squeeze-out was not adequate have initiated proceedings at the
Commercial Court of Vienna in which they are asking the Court to review the adequacy of the amount paid to them (Appraisal
Proceedings). UniCredit immediately contested the competence of the Vienna court. In a judgment of October 14, 2008, the
latter believed that it had the competence to review the case without going into the matter. UniCredit then contested the
decision at the High Regional Court of Vienna. By judgment of July 6, 2009 the latter established that the Commercial Court
of Vienna is competent to hear the matter. UniCredit has filed a special appeal with the Supreme Court against the decision of
the High Regional Court.
In addition to the legal proceeding before the Commercial Court of Vienna, a minority shareholder has concurrently
commenced a so-called fast-track procedure that will be decided by an arbitral panel.
Cirio and Parmalat Criminal proceedings
Between the end of 2003 and the early months of 2004, criminal investigations of some former Capitalia Group (now
UniCredit S.p.A.) employees and managers were conducted in relation to the insolvency of the Cirio group. The trials
originated by these investigations, connected to the declaration of insolvency of the Cirio group, involved some other banking
groups that, like the former Capitalia S.p.A., had extended loans to the Cirio group.
The Extraordinary Administrator of Cirio and many bondholders joined the criminal judgment as civil claimants without
specifying damages claimed.
In September 2007 these employees and managers were committed for trial. The first criminal hearing was fixed for 14 March
2008 before the Rome Court. During the later hearing of May 14, 2008 numerous civil claims were lodged within the criminal
proceeding and examined in the following hearings of June 6 and 11, 2008 and July 3, 2008.
Additionally, at the beginning of May 2008 numerous Cirio bondholders and the Administrator of Cirio cited UniCredit S.p.A.
as legally liable.
In August 2008 several Cirio bondholders cited UniCredit Banca di Roma S.p.A. as legally liable.
At the hearing of December 15, 2008, UniCredit S.p.A., as the successor in all matters for UniCredit Banca di Roma S.p.A.
following the corporate transactions of November 1, 2008, was held legally liable. The proceeding is in the preliminary
evidentiary hearing stage.
In 2003-2005 certain employees and managers of Capitalia S.p.A. (now UniCredit S.p.A.) were investigated in relation to the
Parmalat group bankruptcy. These investigations led to three criminal proceedings: “Ciappazzi”, “Parmatour” and “Eurolat”.
With regard to the first two, in July 2007 the employees and managers involved were committed for trial. The first criminal
hearing took place on 14 March 2008 before the Parma Court. These proceedings are in the preliminary evidentiary hearing
stage. In respect to the “Eurolat” proceeding, in April 2008 the manager involved was committed for trial. At the hearing held
on 18 June 2008, the Court of Parma declared that it was not territorially competent and transferred the trial papers to the
Court of Rome, which was considered competent.
Capitalia S.p.A. (now UniCredit S.p.A.) and UniCredit Banca di Roma S.p.A. were cited by the Court as being legally liable in
the “Ciappazzi” and “Parmatour” proceedings. Mediocredito Centrale S.p.A. and Banco di Sicilia S.p.A. of the former Capitalia
Group are defendants only in the Ciappazzi lawsuit.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
216

217
>> Condensed Consolidated Financial Statements
Part E) – Information on risks and related risk management policies
As a result of the November 1, 2008 corporate matters, the following were constituted as parties with civil liability to the
Parmalat bondholders:
� in the Ciappazzi proceeding: UniCredit S.p.A., UniCredit Medio Credito Centrale S.p.A., UniCredit Corporate Banking
S.p.A., and UniCredit Banca di Roma S.p.A.
� in the Parmatour proceeding: UniCredit S.p.A. and UniCredit Banca S.p.A.
The Parmalat group companies in administration and numerous Parmalat bondholders joined the criminal proceedings as civil
claimants in all the above mentioned trials. All the civil claimants’ lawyers reserved the right to quantify damages at the end of
the first-instance trials. In the Eurolat proceedings the position of UniCredit S.p.A. as being legally liable and the civil claims of
Parmalat group companies lapsed following transfer of the case to the Court of Rome.
Upon the conclusion of the settlement of August 1, 2008 between UniCredit and Parmalat S.p.A. along with the Parmalat
group companies in administration, the latter waived or revoked the filing of all civil charges.
The staff members involved in the above trials are of the opinion that they carried on their business in a proper and legal
manner.
On the basis of the views of outside counsel as well as ours, it is at present not possible to reliably estimate the contingent
liability arising out of the three above cases, although there is a potential risk of legal liability for UniCredit due to the
complexity of the imputations. This is also due to the fact that the “Ciappazzi” and “Parmatour" proceedings are at an early
stage and that the Court of Parma has declared itself territorially incompetent to hear the “Eurolat” trial.
Lehman
As is widely known, 2008 witnessed periods of considerable financial market instability involving all major markets, and
especially those in the US.
Several companies in the Lehman Brothers group were put into receivership in the countries where they operated.
Specifically, in the US, Lehman Brothers Holdings Inc., among others, was put into receivership, while in the Netherlands,
Lehman Brothers Treasury Co. BV was put into receivership.
As a result of this, at September 20, 2009 a certain number of complaints were received concerning transactions involving
financial instruments issued by companies of the Lehman group, or in any event related to such instruments. A careful review
of these complaints is being conducted from time to time by the Group companies that received them. At September 30, 2009
the number of suits pending is basically insignificant.
Madoff
In December 2008, Bernard L. Madoff, former chairman of the NASDAQ and owner of Bernard L. Madoff Investment
Securities LLC (BMIS), an investment firm registered with the Securities Exchange Commission (SEC) and Financial Industry
Regulatory Authority (FINRA), was arrested and charged with securities fraud for having conducted what has been described
by US authorities as a “Ponzi scheme”. That same month, a trustee (the SIPA Trustee) was appointed to oversee the
liquidation of BMIS under the Securities Investor Protection Act. In March 2009, Bernard Madoff pleaded guilty to various
criminal charges, including securities fraud, investment advisor fraud, and false filings with the SEC, and in June was
sentenced to 150 years in prison.
In the wake of the discovery of Mr. Madoff’s fraud, a number of civil and criminal proceedings have been filed in several
countries against financial institutions and investment advisers by, or on behalf of, investors, by intermediaries acting in
respect of their role as broker to investors, and by public authorities in connection with the resulting losses. UniCredit and
certain of its subsidiaries and certain of their respective employees or former employees are named in Madoff-related,
ongoing proceedings and/or investigations in various countries around the world, including the United States and Austria.
Three putative securities class action lawsuits have been filed in the United States District Court for the Southern District of
New York. The three law suits have been filed by purported investors in funds which were invested, either directly or
indirectly, in BMIS. Defendants in the three lawsuits include, among others, Bank Austria, UniCredit, Pioneer Alternative
Investments, Primeo Select Fund and Primeo Executive Fund.

In addition, several proceedings have been commenced in Austria in relation to the Madoff investments which name Bank
Austria, Bank Privat AG and Primeo Fund as defendants. The claimants in these cases purportedly invested in funds which
had invested directly or indirectly in BMIS. Bank Austria has also been named as a defendant in criminal proceedings. These
proceedings were initiated by a complaint filed by the Financial Market Authority with the Austrian prosecutor. In the context
of these criminal proceedings, additional complaints were filed by purported investors in funds that had invested directly or
indirectly in BMIS. These complaints allege, among other things, that Bank Austria violated the Investment Fund Act as
“prospectus controller” of the Primeo Fund.
In addition, various subsidiaries of UniCredit have received subpoenas or requests for information and/or documents from the
SEC, the Department of Justice and the SIPA Trustee in the United States, the Financial Market Authority in Austria, the Irish
Financial Services Regulatory Authority in Ireland and BaFin in Germany seeking information in connection with their
investigations into Mr. Madoff's fraud. The recipients of these subpoenas or requests have been cooperating with such
requests.
In addition to the ongoing Madoff-related actions against UniCredit and its subsidiaries and certain of their employees or
former employees, additional proceedings have been threatened and may be initiated by plaintiffs and enforcement
authorities in the future in these or other jurisdictions. Such pending or future proceedings could have, individually or in the
aggregate, a material adverse effect on UniCredit.
All the currently pending proceedings are in their initial stages. UniCredit and the affected subsidiaries intend to defend these
proceedings and assert defences against the Madoff-related claims directed at each of them. As at the date of this
Prospectus, it is not possible to reliably predict their timing or outcome, or to estimate the liability, if any, resulting therefrom.
Consistent with applicable international accounting principles, no provisions have been made at this time to cover the legal
liability risk involved in Madoff-related litigation.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
218

Quantitative Information
219
>> Condensed Consolidated Financial Statements
Part E) – Information on risks and related risk management policies
Detailed below is the percentage composition, by type of event, of operational risk sources as defined by the New Basel
Capital Accord and acknowledged by the “New Regulations for the Prudential Supervision of Banks” issued by the Bank of
Italy in December 2006 (Circular No. 263) and subsequent revisions.
The major categories are as follows:
� Internal fraud: losses owing to unauthorized activity, fraud, embezzlement or violation of laws, regulations or
business directives that involve at least one internal member of the bank;
� External fraud: losses owing to fraud, embezzlement or violation of laws by subjects external to the bank;
� Employment practices and workplace safety: losses arising from actions in breach of employment, health and
workplace safety laws or agreements, from personal injury compensation payments or from cases of discrimination
or failure to apply equal treatment;
� Clients, products and professional practices: losses arising from non-fulfilment of professional obligations towards
clients or from the nature or characteristics of the products or services provided;
� Damage from external events: losses arising from external events, including natural disasters, acts of terrorism and
vandalism;
� Business disruption and system failures: losses owing to business disruption and system failures or interruptions;
� Process management, execution and delivery: losses owing to operational or process management shortfalls, as
well as losses arising from transactions with commercial counterparties, sellers and suppliers.
Execution
IT systems
Material damage
Customers
Employment contracts
External fraud
Internal fraud
5%
8%
5%
In the first three quarters of 2009, the main source of operational risk was the category "Clients, products and professional
practices”, which includes losses arising from the non-fulfillment of professional obligations towards clients or from the nature
or characteristics of the products or services provided, as well as any sanctions for violating tax regulations. The second
largest contribution to losses came from errors in process management, execution and delivery due to operational or process
management shortfalls. There were also, in decreasing amounts, losses due to external frauds, internal frauds, and
employment practices. The residual risk categories were damage to physical assets from external events and IT issues.
26%
54%
1% 1%

220

221
>> Condensed Consolidated Financial Statements
Explanatory Notes
Part F) – Consolidated
Shareholders’ Equity
Part F – Information on shareholders’ equity................................................................222
Section 1 - Consolidated shareholders’ equity ..........................................................................................222
Section 2 – Shareholders’ equity and banking regulatory ratios ...............................................................224

Part F – Information on Shareholders’ Equity
Section 1 - Consolidated shareholders’ equity
The UniCredit Group has made a priority of capital management and allocation (for both regulatory and economic capital) on
the basis of the risk assumed in order to expand the Group’s operations and create value. These activities are part of the
Group planning and monitoring process and comprise:
� planning and budgeting processes:
- proposals as to risk propensity and capitalisation objectives;
- analysis of risk associated with value drivers and allocation of capital to business areas and units;
- assignment of risk-adjusted performance objectives;
- analysis of the impact on the Group’s value and the creation of value for shareholders;
- preparation and proposal of the financial plan and dividend policy;
� monitoring processes
- analysis of performance achieved at Group and business unit level and preparation of management reports for
internal and external use;
- analysis and monitoring of limits;
- analysis and performance monitoring of the capital ratios of the Group and individual companies.
The Group has set itself the goal of generating income in excess of that necessary to remunerate risk (cost of equity), and
thus of creating value, so as to maximise the return for its shareholders in terms of dividends and capital gains (total
shareholder return). This is achieved by allocating capital to various business areas and business units on the basis of
specific risk profiles and by adopting a methodology based on risk-adjusted performance measurement (RAPM), which will
provide, in support of planning and monitoring processes, a number of indicators that will combine and summarise the
operating, financial and risk variables to be considered.
Capital and its allocation are therefore extremely important for strategy, since capital is the object of the return expected by
investors on their investment in the Group, and also because it is a resource on which there are external limitations imposed
by regulatory provisions.
The definitions of capital used in the allocation process are as follows:
� Risk or employed capital: This is the equity component provided by shareholders (employed capital) for which a return
that is greater than or equal to expectations (cost of equity) must be provided;
� Capital at risk: This is the portion of capital and reserves that is used (the budgeted amount or allocated capital) or was
used to cover (at period-end - absorbed capital) risks assumed to pursue the objective of creating value.
Capital at risk is dependant on the propensity for risk and is based on the target capitalisation level which is also determined
in accordance with the Group’s credit rating.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
222

223
>> Condensed Consolidated Financial Statements
Part F) – Information on shareholders’ equity
If capital at risk is measured using risk management methods, it is defined as economic capital, if it is measured using
regulatory provisions, it is defined as regulatory capital. In detail:
� Economic capital is the portion of equity that is actually at risk, which is measured using probability models over a
specific confidence interval.
� Regulatory capital is the component of total capital represented by the portion of shareholders’ equity put at risk (Core
Equity or Core Tier 1) that is measured using regulatory provisions.
Economic capital and regulatory capital differ in terms of their definition and the categories of risk covered. The former is
based on the actual measurement of exposure assumed, while the latter is based on schedules specified in regulatory
provisions.
The relationship between the two different definitions of capital at risk can be obtained by relating the two measures to the
Group’s target credit rating (AA- by S&P) which corresponds to a probability of default of 0.03%. Thus, economic capital is set
at a level that will cover adverse events with a probability of 99.97% (confidence interval), while regulatory capital is quantified
on the basis of a Core Tier 1 target ratio in line with that of major international banking groups with at least the same target
rating.
Thus, during the application process the “double track” approach is used which assumes that allocated capital is the greater
of economic capital and regulatory capital (Core Tier 1) at both the consolidated and business area or business unit levels.
If economic capital is higher, this approach makes it possible to allocate the actual capital at risk that regulators have not yet
been able to incorporate, and if regulatory capital is higher, it is possible to allocate capital in keeping with regulatory
provisions.
The starting point for the capital allocation process is consolidated capital attributable to the Group.
The purpose of the capital management function performed by the Capital Management unit of Planning, Finance and
Administration is to define the target level of capitalisation for the Group and its companies in line with regulatory restrictions
and the propensity for risk.
Capital is managed dynamically: the Capital Management unit prepares the financial plan, monitors capital ratios for
regulatory purposes on a monthly basis and anticipates the appropriate steps required to achieve its goals.
On the one hand, monitoring is carried out in relation to both shareholders’ equity and the composition of capital for regulatory
purposes (Core Tier 1, Tier 1, Lower and Upper Tier 2 and Tier 3 Capital), and on the other hand, in relation to the planning
and performance of risk-weighted assets (RWA).
The dynamic management approach aims to identify the investment and capital-raising instruments and hybrid capital
instruments that are most suitable for achieving the Group’s goals. If there is a capital shortfall, the gaps to be filled and
capital generation measures are indicated, and their cost and efficiency are measured using RAPM. In this context, value
analysis is enhanced by the joint role played by the Capital Management unit in the areas of regulatory, accounting, financial,
tax-related, risk management and other aspects and the changing regulations 1 affecting these aspects so that an assessment
and all necessary instructions can be given to other Group HQ areas or the companies asked to perform these tasks.
1 E.g. Basel II, IAS/IFRS etc.

Section 2 – Shareholders’ equity and banking regulatory ratios
2.1 Regulatory framework
The scope of consolidation has been determined in accordance with prudential rules (i.e. Banca d’Italia Circulars 263/2006
and 155/1991) and includes the following subsidiaries, joint ventures and associates:
� banks and financial or ancillary companies controlled directly or indirectly by the Parent and fully consolidated
� banks and financial or ancillary companies in which the Parent has a direct or indirect interest of 20% or more where
there is joint control with other entities on the basis of mutual agreements, and which are consolidated proportionately
� banks and financial companies in which the Parent has a direct or indirect interest of 20% or more, or over which the
Parent exercises significant influence, consolidated using the equity method
� companies other than banks and financial or ancillary companies controlled directly or indirectly by the Parent either
exclusively or jointly or subject to significant influence, which are consolidated using the equity method.
Banks and financial companies accounted for using the equity method and ‘qualified’ entities, in which the Parent has a direct
or indirect interest of over 10%, are deducted from regulatory capital, as to 50% from the capital base and as to the remaining
50% from supplementary capital. It should be noted that the difference on initial application of the equity method, between
the carrying amount of the equity investment and the corresponding portion of the equity of the company is deducted in full
from the capital base.
The carrying amount of companies other than banks and financial or ancillary companies and of banks and financial
companies in which the Parent has an interest of 10% or less is included in risk weighted assets.
The prudential scope of consolidation differes from the scope of consolidation of the financial statements, which is determined
in accordance with IFRS. Both subsidiaries and joint ventures are fully or proportionately consolidated in the latter, even if
they are not banks or financial or ancillary companies.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
224

2.2 Capital for regulatory purposes
A. Qualitative information
1. Tier 1
The following instruments are included in tier 1:
225
INTEREST RATE MATURITY
STARTING
DATE OF
PREPAYMEN
T OPTION
>> Condensed Consolidated Financial Statements
Part F) – Information on shareholders’ equity
AMOUNT
INCLUDED IN
REGULATORY
EQUITY (euro
'000) STEP-UP
OPTION TO
SUSPEND
INTEREST
PAYMENT
ISSUED
THROUGH A SPV
SUBSIDIARY
8.05% perpetual Oct-10 EUR 540 506,943 yes yes yes
9.20% perpetual Oct-10 USD 450 277,399 yes yes yes
4.03% perpetual Oct-15 EUR 750 750,000 yes yes yes
5.40% perpetual Oct-15 GBP 300 297,169 yes yes yes
8.59% 31-dic-50 Jun-18 GBP 350 347,674 yes yes yes
7.055% perpetual Mar-12 EUR 600 541,880 yes no yes
12m L + 1,25% 07-Jun-11 (°) EUR 300 299,945 no no no
12m L + 1,25% 07-Jun-11 (°) EUR 200 200,000 no no no
8.741% 30-Jun-31 Jun-29 USD 300 184,388 no yes yes
7.76% 13-Oct-36 Oct-34 GBP 100 98,977 no yes yes
9.00% 22-Oct-31 Oct-29 USD 200 122,926 no yes yes
3.50% 31-Dec-31 Dec-29 JPY 25,000 190,738 no yes yes
10y CMS (°°) +0,10%,
cap 8,00 %
10y CMS (°°) +0,15%,
cap 8,00 %
AMOUNT IN
ORIGINAL
CURRENCY
(mln)
perpetual Oct-11 EUR 250 250,280 no no yes
perpetual Mar-12 EUR 150 150,670 no no yes
TOTAL 4,218,989
(°) Prepayment option is not available
(°°) Constant Maturity Swap
2. Tier 2
The following table shows upper tier 2 instruments, which account for more then 10% of the total issued amount:
AMOUNT
INCLUDED IN
REGULATORY
EQUITY (euro
'000) STEP-UP
OPTION TO
SUSPEND
INTEREST
PAYMENT
STARTING DATE OF AMOUNT IN
INTEREST
PREPAYMENT ORIGINAL
RATE MATURITY OPTION CURRENCY (mln)
3.95% 01-Feb-16 not applicable EUR 900 895,428 not applicable yes (°)
5.00% 01-Feb-16 not applicable GBP 450 494,268 not applicable yes (°)
6.70% 05-Jun-18 not applicable EUR 1,000 996,442 not applicable yes (°)
6.10% 28-Feb-12 not applicable EUR 500 498,277 not applicable yes (°)
(°) -- if dividend is not paid, payment of intertest is suspended (deferral of interest)
-- if losses take share capital and reserves under the threshold set by Banca d'Italia to authorize banking business,
face value abd interestsare proportionally reduced
3. Tier 3
There are no values to be disclosed.

B. Quantitative information
Regulatory Capital Breakdown
A. Tier 1 before prudential filters
A.1 Tier 1 positive items:
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
09.30.2009 12.31.2008
A.1.1 - Capital 8,735,671 7,120,979
A.1.2 - Share premium account 38,366,503 35,911,729
A.1.3 - Reserves 14,105,204 11,840,775
A.1.4 - Non-innovative capital instruments 1,497,924 1,564,127
A.1.5 - Innovative capital instruments 2,721,065 2,893,760
A.1.6 - Net income of the year/Interim profit 1,540,410 4,555,336
A.2 Tier 1 negative items:
A.2.1 - Treasury stocks -7,492 -6,325
A.2.2 - Goodwill -20,959,632 -21,460,697
A.2.3 - Other intangible assets -4,067,046 -4,339,602
A.2.4 - Loss of the year/Interim loss - -
A.2.5 - Other negative items:
B. Tier 1 prudential filters
* Value adjustments calculated on the supervisory trading book - -
* Others - -
B.1 Positive IAS/IFRS prudential filters (+) - -
B.2 Negative IAS/IFRS prudential filters (-) -994,080 -1,453,169
C. Tier 1 capital gross of items to be deducted (A+B) 40,938,527 36,626,913
D. Items to be deducted 2,387,703 1,784,288
E. Total TIER 1 (C-D) 38,550,824 34,842,625
F. Tier 2 before prudential filters
F.1 Tier 2 positive items:
F.1.1 - Valuation reserves of tangible assets - -
F.1.2 - Valuation reserves of available-for-sale securities 265,808 -
F.1.3 - Non-innovative capital instruments not eligible for inclusion in Tier 1 capital - -
F.1.4 - Innovative capital instruments not eligible for inclusion in Tier 1 capital - -
F.1.5 - Hybrid capital instruments 3,906,757 4,143,189
F.1.6 - Tier 2 subordinated liabilities 16,938,169 18,313,456
F.1.7 - Surplus of the overall value adjustments compared to the expected losses - -
F.1.8 - Net gains on participating interests - -
F.1.9 - Other positive items 277,855 277,545
F.2 Tier 2 negative items:
F.2.1 - Net capital losses on participating interests - -
F.2.2 - Loans - -
F.2.3 - Other negative items -1,102,949 -771,640
G. Tier 2 prudential filters
REGULATORY CAPITAL
G.1 Positive IAS/IFRS prudential filters (+) - -
G.2 Negative IAS/IFRS prudential filters (-) -132,906 -
H. Tier 2 capital gross of items to be deducted (F+G) 20,152,734 21,962,550
I. Items to be deducted 2,123,582 1,784,288
L. Total TIER 2 (H-I) 18,029,152 20,178,262
M. Deductions from Tier 1 and Tier 2 1,116,932 1,067,940
N. Capital for regulatory purposes (E+L-M) 55,463,044 53,952,947
O. Tier 3 Capital - 591,494
P Capital for regulatory purposes included Tier 3 (N+O) 55,463,044 54,544,441
The surplus of expected losses in respect of related write-downs is 1,290,179 thousands €.
Regulatory capital as at December 31, 2008 was restated following the inclusion in Tier 2 Capital of the portion of the translation reserve
associated with foreign net investments, re-computing the deductions for fair values changes due to differences in own credit rating, and re-
calculating the intercompany components of subordinated debts.
226

2.3 Capital adequacy
Capital Adequacy
A. Risk Assets
227
A.1 Credit and counterparty risk
Categories/Items
>> Condensed Consolidated Financial Statements
Part F) – Information on shareholders’ equity
Weighted assets
09.30.2009 12.31.2008
Non Weighted
assets
Weighted assets
Non Weighted
assets
1. Standardized approach 493,800,892 219,777,480 632,100,917 269,519,162
2. IRB approaches
2.1 Foundation 2,314,730 466,121 - -
2.2 Advanced 539,531,782 173,674,531 518,250,458 170,499,950
3. Securitizations 63,776,190 10,354,271 74,187,689 10,294,419
B. Capital Requirements
B.1 Credit and counterparty risk 32,341,792 36,025,082
B.2 Market Risk
1. Standardized approach 199,510 283,017
2. Internal models 750,746 1,335,477
3. Concentration risk - - -
B.3 Operational risk
1. Basic indicator approach (BIA) 269,874 269,280
2. Traditional standardized approach (TSA) 1,213,419 1,375,178
3. Advanced measurement approach (AMA) 1,967,604 1,714,534
B.4 Other capital requirements - - -
B.5 Total capital requirements 36,742,945 41,002,568
C. Risk Assets and Capital Ratios
C.1 Weighted risk assets 459,286,813 512,532,105
C.2 TIER 1 capital/Weighted risk assets (TIER 1 capital ratio) 8.39 6.80
C.3 Capital for regulatory purposes (included TIER 3)/Weighted risk
assets (Total capital ratio) 12.08 10.64
Ratios as at December 31, 2008 were restated following the inclusion in Tier 2 Capital of the portion of the translation reserve associated with
foreign net investment.

228

229
>> Condensed Consolidated Financial Statements
Explanatory Notes
Part H) Related-party transactions
Part H – Related-party transactions ..........................................................230

Part H – Related-party transactions
It is established company practice, in the performance of its activity, to respect at all times the criteria of transparency,
substantial and procedural correctness in transactions with related-parties, as identified by CONSOB, with reference to the
international accounting principle known as “IAS 24”, in line with laws and regulations prevailing from time to time.
UniCredit, as a listed issuer, had already adopted a process for monitoring and informing about significant, atypical and/or
unusual transactions as well as transactions with related-parties carried out by UniCredit and by the companies belonging to
UniCredit Group: in particular, this process is intended to formalize the flow of information to the Board of Statutory Auditors,
with information about the characteristics, the parties involved and the associated effects on the company’s balance sheet,
income statement and financial position, for all transactions with related-parties, as well as to ensure that appropriate
information be provided regularly in the management report that accompanies the annual financial statements and in the half
year reports.
UniCredit is also required to be compliant with the CONSOB regulations in force in relation to transactions with related parties
(even when carried out through subsidiaries) whenever the object, payments, methods or timing might affect the security of
company assets or the completeness and accuracy of the information, including accounting information, about the Company.
In this case, the Company is required to make a related party disclosure document available to the public, drawn up
according to the outline indicated in the aforementioned regulations.
While complying with the principle set out in art. 2391 of the Italian Civil Code on the subject of directors’ interests, the
companies belonging to the UniCredit Banking Group must also comply with art. 136 of Legislative Decree 385/93
(Consolidated Banking Act) on the subject of the obligations of corporate banking officers, which provides that they (or any
party related to them) may assume obligations to the company they manage, direct or control, only after unanimous approval
of the governing body and the favorable vote of all members of the Board of Statutory Auditors as well as, when necessary,
Parent Company’s approval.
It is also the practice of the Group companies to use the services of independent experts to issue fairness or legal opinions
when the nature of the transaction, including those with related-parties, so requires.
UniCredit’s related-parties, with whom UniCredit Group companies have entered into the aforesaid transactions, had been
identified according to the criteria defined by UniCredit’s Board of Directors during 2003, consistent with the guidelines
provided by CONSOB in its communication No. 2064231 dated September 30, 2002 and subsequently the model established
by IAS 24. They include:
� direct and indirect subsidiaries of UniCredit;
� associates of UniCredit ;
� “key management personnel” of UniCredit, meaning those persons having direct or indirect power and responsibility for
planning, management and control of the Company’s business (this group includes the CEO and the other UniCredit’s
Directors, the members of UniCredit’s Management Committee and the Head of Internal Audit, in office in the first half-
year of 2009);
� close family members of key management personnel (those family members who may be expected to influence, or be
influenced by, that individual);
� companies controlled by, or associated with, key management personnel or their close family members;
� Group employee pension funds.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
230

231
>> Condensed Consolidated Financial Statements
Part H) – Related-party transactions
During the first half-year of 2009, all intra-group transactions were carried out based on assessments of mutual economic
benefit, and the applicable terms and conditions were established in accordance with fair dealing criteria, with a view to the
common goal of creating value for the entire Group. These transactions were generally carried out at arm's length. The same
principle was applied to the rendering of intra-group services, as well as the principle of charging on a minimal basis for these
services, solely with a view to recovering the respective production costs.
The following table sets out the assets, liabilities and guarantees as at September 30, 2009, for each group of related parties.
Related party transactions (€ thousands)
Non-consolidated
Subsidiaries
Non-consolidated
Joint Ventures Associates
AMOUNT AS AT 09.30.2009
Key Management
Personnel
Other related
parties Total % on consolidated
Financial assets held for trading 17 - 527,635 7,536 535,188 0.37%
Financial assets designated at fair value 28,647 - - - - 28,647 0.20%
Available for sale financial assets 28 45 158,305 - 6,415 164,793 0.47%
Held to maturity investments - - - - - - 0.00%
Loans and receivables with banks 4,803 - 970,972 - 2,227,440 3,203,215 3.31%
Loans and receivables with customers 552,935 3,917 373,581 5,580 445,583 1,381,596 0.24%
Other assets 9,117 31 18,515 - 4,675 32,338 0.30%
Total - Assets 595,547 3,993 2,049,008 5,580 2,691,649 5,345,777 0.61%
Deposits from banks 134,705 508 13,506,443 - 150,251 13,791,907 11.11%
Deposits from customers 250,103 6,959 516,498 7,687 582,863 1,364,110 0.36%
Debt securities in issue 2,190 - 215,650 - 181,317 399,157 0.12%
Other liabilities 18,047 - 954 4 29,506 48,511 0.24%
Total - Liabilities 405,045 7,467 14,239,545 7,691 943,937 15,603,685 1.80%
Guarantees given and commitments 19,280 1,374 44,712 40 90,435 155,841 0.07%
“Other related parties” gives the aggregate of the figures relating to close family members of key management personnel and
companies controlled/associates by key management personnel or their close family members, as well as figures relating to
Group employee pension funds of which UniCredit is the instituting source.
Pursuant to the provisions of applicable regulations, during the first nine months of 2009 no atypical and/or unusual
transactions were carried out whose significance/size could give rise to doubts as to the protection of company assets and
minority interest, either with related or other parties.

232

233
>> Condensed Consolidated Financial Statements
Explanatory Notes
Part I) Share-Based Payments
Part I) Share-Based Payments ........................................................................... 234
A. Qualitative Information....................................................................................................... 234
B. Quantitative Information..................................................................................................... 235

Part I) Share-Based Payments
A. Qualitative Information
1. Outstanding Instruments
Group Medium & Long Term Incentive Plans for selected employees include the following categories:
- Equity-Settled Share Based Payments;
- Cash-Settled Share Based Payments 1 .
The first category includes the following:
- Stock Options allocated to selected Top and Senior Managers and Key Talents of the Group;
- Performance Shares allocated to selected Top and Senior Managers and Key Talents of the Group and
represented by free UniCredit ordinary shares which the Parent Company undertakes to grant, conditional upon
achieving performance targets set at Group and strategic area level in the Strategic Plan and any amendments
thereto approved by the Parent Company’s Board;
- Employee Share Ownership Plan (ESOP) that offers to eligible Group employees the possibility to buy UniCredit
ordinary shares with the following advantages: granting of free ordinary shares (“Discount Shares” and “Matching
Shares” or, for the second category, rights to receive them) measured on the basis of the shares purchased by
each Participant (“Investment Shares”) during the “Enrolment Period” (from January 2009 to December 2009). The
granting of free ordinary shares is subordinated to vesting conditions (other than market conditions) stated in the
Plan Rules.
The second category includes synthetic “Share Appreciation Rights” linked to the share-value and performance results of
some Group-Companies 2 .
2. Measurement Model
2.1 Stock Options
The Hull and White Evaluation Model has been adopted to measure the economic value of Stock Options.
This model is based on a trinomial tree price distribution using the Boyle’s algorithm and estimates the early exercise
probability on the basis of a deterministic model connected to:
- reaching a Market Share Value equals to an exercise price- multiple (M);
- probability of beneficiaries’ early exit (E) after the end of the Vesting Period.
Any new Stock Options’ Plans haven’t been granted during 2009.
1 Linked to the economic value of instruments representing a subsidiary’s Shareholders’ Equity.
2 Pioneer Global Asset Management in September 2009.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
234

2.2 Other equity instruments (Performance Shares)
235
>> Condensed Consolidated Financial Statements
Parte I) – Share-Based Payments
The economic value of Performance Shares is measured by considering the share market price at the grant date less the
present value of the future dividends during the performance period. Parameters are estimated by applying the same model
used for Stock Options measurement.
Any new Performance Shares’ Plans haven’t been granted during 2009.
2.3 Employee Share Ownership Plan
For both Discount Shares and Matching Shares (or rights to receive them) the fair value will be measured at the end of the
Enrolment Period according to the weighted average price paid by Participants to buy the Investment Shares on the market.
All Profit and Loss and Net Equity effects related to ESOP 2008 will be booked as follows:
- during 2009 for Discount Shares;
- during the three-year period 2010-2012 for Matching Shares (or rights to receive them).
B. Quantitative Information
Effects on Profit and Loss
All Share-Based Payments granted after November 7, 2002 (which vesting period ends after January 1, 2005) are included
within the scope of the IFRS2.
Financial liabilities related to cash-settled payment plans have been recognized if not yet settled on January 1, 2005.
Financial statement presentation related to share based payments
(€ ’000)
09.30.2009 09.30.2008
Total Vested Plans Total Vested Plans
Costs 44,613 26,371
- connected to Equity Settled Plans 42,981 56,614
- connected to Cash Settled Plans (1) 1,632 -30,243
Debts for Cash Settled Plans 8,907 5,085 45,656 26,076
-of which Intrinsic Value 3,942 25,770
(1) Partly included in “payroll – other staff” in keeping with the recognition of other monetary charges connected to
the remuneration of services provided by beneficiaries. The revenues recognized in 2008 arose from the
decrease of liabilities related to synthetic cash settled “Share Appreciation Rights” linked to the share-value and
performance results of some Group-Companies.

236

237
Annexes
Annex 1 Reconciliation of Condensed Accounts to Mandatory
Reporting Schedule
Annex 2 Definition of Terms and Acronyms
>> Condensed Consolidated Financial Statements
Annexes
238
242

Annex 1 - Reconciliation of Condensed
Accounts to Mandatory Reporting Schedule
CONSOLIDATED BALANCE SHEET (€ million)
Assets part B) Assets
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
AMOUNTS AS AT SEE NOTES
09.30.2009 12.31.2008
Cash and cash balances = item 10 6,442 7,652
Financial assets held for trading = item 20 145,519 204,890 Tab. 2.1
Loans and receivables with banks = item 60 97,288 80,827 Tab. 6.1
Loans and receivables with customers = item 70 565,457 612,480 Tab. 7.1
Financial investments 67,397 65,222
30. Financial assets at fair value through profit or loss 14,523 15,636 Tab. 3.1
40. Available-for-sale financial assets 35,037 28,700 Tab. 4.1
50. Held-to-maturity investments 14,057 16,883 Tab. 5.1
100. Investments in associates and joint ventures 3,780 4,003
Hedging instruments 14,442 8,710
80. Hedging derivatives 12,223 7,051
90. Changes in fair value of portfolio hedged items 2,219 1,659
Property, plant and equipment = item 120 11,805 11,936
Goodwill = item 130 - Intangible assets of which: goodwill 20,381 20,889
Other intangible assets = item 130 - Intangible assets net of goodwill 5,259 5,593
Tax assets = item 140 12,323 12,392
Non-current assets and disposal groups classified as held for sale = item 150 590 1,030 Tab. 15.1
Other assets 10,806 13,991
110. Insurance reserves attributable to reinsurers - -
160. Other assets 10,806 13,991
Total assets 957,709 1,045,612
238

Consolidated Balance Sheet (Continued)
Liabilities and shareholders' equity Part B) Liabilities
239
>> Condensed Consolidated Financial Statements
Annex 1
(€ million)
AMOUNTS AS AT SEE NOTES
09.30.2009 12.31.2008
Deposits from banks = item 10 124,112 177,677 Tab. 1.1
Deposits from customers and debt securities in issue 590,103 591,290
20. Deposits from customers 381,745 388,831 Tab. 2.1
30. Debt securities in issue 208,358 202,459 Tab. 3.1
Financial liabilities held for trading = item 40 128,669 165,335 Tab. 4.1
Financial liabilities at fair value through profit or loss = item 50 1,647 1,659 Tab. 5.1
Hedging instruments 13,268 9,323
60. Hedging derivatives 10,275 7,751
70. Changes in fair value of portfolio hedged items 2,993 1,572
Provisions for risks and charges = item 120 8,175 8,049 Tab. 12.1
Tax liabilities = item 80 6,587 8,229
Liabilities included in disposal groups classified as held for sale = item 90 298 537 Tab. 15.1
Other liabilities 22,442 25,272
100. Other liabilities 20,957 23,701
110. Provision for employee severance pay 1,339 1,415
130. Insurance reserves 146 156
Minorities = item 210 3,108 3,242
Shareholders' equity, of which: 59,300 54,999
- Capital and reserves 57,564 51,665
140. Revaluation reserves, of which: Special revaluation laws 277 277 Tab. 15.6
140. Revaluation reserves, of which: Exchange differences -2,013 -1,339 Tab. 15.6
170. Reserves 14,335 11,979 Tab. 15.5
180. Share premium 36,582 34,070
190. Issued capital 8,390 6,684
200. Treasury shares -7 -6
- Available-for-sale assets fair value reserve and cash-flow hedging reserve 405 -678
140. Revaluation reserves, of which: Available-for-sale financial assets -107 -966 Tab. 15.6
140. Revaluation reserves, of which: Cash-flow hedges 512 288 Tab. 15.6
- Net profit = item 220 1,331 4,012
Total liabilities and shareholders' equity 957,709 1,045,612

CONSOLIDATED INCOME STATEMENT (€ million)
Net interest 13,287 13,550 Table 1.1 and 1.4
30. Net interest margin 13,084 13,301
less: Purchase Price Allocation effect 1
Dividends and other income from equity investments 221 579
70. Dividend income and similar revenue 532 1,120 Table 3.1
less: dividends from held for trading equity instruments included in item 70 -392 -729
240. Profit (loss) of associates - of which: Profit (loss) of associates valued at equity 81 188
Net interest margin 13,508 14,129
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
FIRST NINE MONTHS SEE THE NOTES
2009 2008 Part C)
203 249
Net fees and commissions = item 60 5,666 7,003 Table 2.1 and 2.3
Net trading, hedging and fair value income 1,651 -730
80. Gains (losses) on financial assets and liabilities held for trading 1,114 -1,422 Table 4.1
+ dividends from held for trading equity instruments (from item 70) 392 729
+ net provisions - trading profit (from item 190) - 100
90. Fair value adjustments in hedge accounting 22 20 Table 5.1
Gains (losses) on disposal and repurchase of available-for-sale financial assets - private equity (from item 100 b) 0 0
Impairment losses on available-for-sale financial assets: private equity (from item 130 b) 0 -
100. Gains (losses) on disposal or repurchase of : d) financial liabilities 137 -9
110. Gains (losses) on financial assets and liabilities designated at fair value through profit and loss -14 -148 Table 7.1
Net other expenses/income 304 379
Gains (losses) on disposals / repurchases on loans and receivables - not impaired position (from item 100 a) 77 35
150. Premiums earned (net) 71 85
160. Other income (net) from insurance activities -58 -64
220. Other net operating income 606 821 Table 15.1 and 15.2
less: Other operating income - of which: recovery of costs -318 -417 Table 15.2
Net write-downs/-backs of tangible operating lease assets (from item 200) -78 -86
Gains (losses) on disposals of investments - assets leasing operation (from item 270) 4 5
Net non-interest income 7,621 6,652
OPERATING INCOME 21,129 20,781
Payroll costs -6,821 -7,533 Table 11.1
180. Administrative costs - a) staff expenses -7,096 -7,618
less: integration costs 275 85
Other administrative expenses -4,087 -4,443
180. Administrative costs - b) other administrative expenses -4,133 -4,477 Table 11.5
less: integration costs 46 34
Recovery of expenses = item 220. Other net operating income - of which: Operating income - recovery of costs 318 417 Table 15.2
Amortisation, depreciation and impairment losses on intangible and tangible assets -931 -959
200. Impairment/Write-backs on property, plant and equipment -623 -605
less: Impairment losses/write backs on property owned for investment 11 -5
less: Net write-downs/-backs of tangible operating lease assets (from item 200) 78 86
210. Impairment/Write-backs on intangible assets -476 -523
less: Purchase Price Allocation effect 1
Operating costs -11,521 -12,518
OPERATING PROFIT 9,608 8,263
79 88
240

Consolidated Income Statement (Continued)
OPERATING PROFIT 9,608 8,263
Impairment of goodwill - -
260. Impairment of goodwill - -
Provisions for risks and charges -377 -179 Table 12.1
190. Provisions for risks and charges -377 -69
241
less: net provisions - trading profit - -100
Surplus on release of integration provision - -10
less: Purchase Price Allocation effect 1
Integration costs -321 -109
>> Condensed Consolidated Financial Statements
Annex 1
(€ million)
FIRST NINE MONTHS SEE THE NOTES
2009 2008 Part C)
- 0
Net impairment losses on loans and provisions for guarantees and commitments -6,245 -2,372
100. Gains (losses) on disposal and repurchase of a) loans 80 29
less: Gains (losses) on disposals / repurchases on loans and receivables - not impaired position (from item 100 a) -77 -35
130. Impairment losses on a) loans -6,141 -2,296 Table 8.1
130. Impairment losses on d) other financial assets -107 -79
less: Purchase Price Allocation effect 1
Net income from investments 15 13
100. Gains (losses) on disposal and repurchase of b) available-for-sale financial assets 141 93
- + 9.0
less: Gains (losses) on disposal and repurchase of available-for-sale financial assets - private equity 0 0
100. Gains (losses) on disposal and repurchase of c) held-to-maturity investments 4 -
130. Impairment losses on: b) available-for-sale financial assets -558 -439
less: Impairment losses on available-for-sale financial assets: private equity 0 -
130. Impairment losses on: c) held-to-maturity investments - -76
Impairment losses/write backs on property owned for investment (from item 200) -11 5
240. Profit (loss) of associates -of which: write-backs/impairment losses and gains/losses on disposal of associates valued at equity -7 242
250. Net valuation at fair value of tyangible and intangible assets -38 -22
270. Gains (losses) on disposal of investments 484 212
less: Gains (losses) on disposals of investments - assets leasing operation (from item 270) -4 -5
less: Purchase Price Allocation effect 1
4 3
PROFIT BEFORE TAX 2,680 5,616
Income tax for the period -885 -1,476
290. Tax expence related to profit from continuing operations -794 -1,353
less: Purchase Price Allocation effect 1
NET PROFIT 1,795 4,140
-91 -123
Gains (losses) on assets classified as held for sale, after tax = item 310 - -
PROFIT (LOSS) FOR THE YEAR 1,795 4,140
Minorities -269 -407
330. Minorities -269 -407
NET PROFIT ATTRIBUTABLE TO THE GROUP BEFORE PPA 1,526 3,733
Purchase Price Allocation effect 1
-195 -226
NET PROFIT ATTRIBUTABLE TO THE GROUP 1,331 3,507
Notes:
First nine months 2008 figures were modified as follows:
- completion of PPA (Purchase Price Allocation), which also changed net profit attributable to the Group;
- alignement of the reclassified results of private equity investments with the accounting figures.
1. Mainly due to the merger with Capitalia.

Annex 2 - Definition of Terms and Acronyms
ABCP Conduits – Asset Backed Commercial Paper Conduits
Asset Backed Commercial Paper Conduits are a type of “SPV - Special Purpose Vehicle” (q.v.) set up to securitize various
types of assets and financed by Commercial Paper (q.v.).
Commercial Paper generally matures in 270 days, with payment of principal and interest depending on the cash flow
generated by the underlying assets.
ABCP Conduits may be single-sellers or multi-sellers according to the number of issues they make. Conduits generally
require several SPVs. The first-level vehicles issue the Commercial Paper and finance one or more second-level vehicles or
Purchase Companies (q.v.) which purchase the assets to be securitized.
An ABCP Conduit will have the following:
� issues of short-term paper creating a maturity mismatch between the assets held and the paper issued;
� liquidity lines covering the maturity mismatch; and
� security covering default risk in respect of both specific assets and the entire program.
ABS – Asset Backed Securities
Debt securities, generally issued by a “SPV - Special Purpose Vehicle” (q.v.) guaranteed by assets of various types such as
mortgage loans, consumer credits, credit card receivables, etc. Principal and interest payments are subject to the
performance of the securitized assets and the existence of any further security guaranteeing the bond. ABSs are divided into
tranches (senior, mezzanine and junior) according to the priority with which principal and interest will be paid.
Absorbed capital
Absorbed capital is the capital required to cover business risks. It is the higher between the regulatory capital (which is
obtained by multiplying risk-weighted assets by the target core tier 1 ratio) and the internal capital, which represents the total
amount of capital the entire Group sets aside as a buffer against potential losses and needs to support its business activities
and all positions held. Internal capital is the sum of the aggregated economic capital and a cushion that considers the effects
of the cycle and model risk.
Acquisition Finance
Finance for business acquisition operations. The most common form of Acquisition Finance is the leveraged buy-out (see
Leveraged Finance).
Affluent
Banking customer segment whose available assets for investment are regarded as moderate to high.
ALM – Asset & Liability Management
Integrated management of assets and liabilities, designed to allocate resources in such a manner as to optimize the
risk/return ratio.
CONSOLIDATED INTERIM REPORT
AS AT SEPTEMBER 30, 2009
242

ALT-A (residential mortgages)
243
>> Condensed Consolidated Financial Statements
Annex 2
Mortgages whose borrowers, while not subject to the significant repayment problems of those described as Subprime (q.v.),
have a risk profile with high loan-to-value and installment-to-income ratios or incomplete documentation of the debtor's
income.
Alternative investment
Alternative investments cover a wide range of forms of investment, including investments in Private Equity (q.v.) and Hedge
Funds (q.v.).
Asset allocation
Decisions to invest in markets, geographical areas, sectors or products.
Asset Backed Securities (ABS)
Bonds issued by a Special Purpose Vehicle (q.v.) guaranteed by assets of various types such as mortgage loans, consumer
credits and credit card receivables.
Principal and interest payments are subject to the performance of the securitized assets and the existence of any further
security guaranteeing the bond.
ABSs are divided into tranches (senior, mezzanine and junior) according to the priority with which principal and interest will be
paid.
Asset management
Activities of management of the financial investments of third parties.
ATM – Automated Teller Machine
Automated machine that allows customers to carry out operations such as withdrawing cash, paying in cash or checks,
requesting account information, paying utility bills, topping up mobile phone credits, etc.
The customer activates the terminal by inserting a smart card and entering his/her Personal Identification Number.
Audit
Process of controlling a company's activities and accounting, carried out either by an internal body (internal audit) or by an
external firm of auditors (external audit).
Banking book
Used in relation to financial instruments, particularly securities, this term identifies the portion of such portfolios intended for
"proprietary" activities.
Basel 2
New international capital agreement redefining the guidelines for determining the minimum capital requirements for banks.
The new prudential regulations, which came into force in Italy in 2008, are based on three pillars.

- Pillar 1: while the objective of a level of capitalization equivalent to 8% of the risk-weighted exposures remains unchanged,
a new set of rules has been defined for measuring the typical risks associated with banking and financial activities (credit risk,
counterparty risk, market risk and operating risk) which provides for alternative calculation methods characterized by different
levels of complexity, with the ability to use internally developed models subject to prior authorization by the Regulatory
Authority;
- Pillar 2: this requires the banks to have processes and tools for determining the adequate level of total internal capital
(Internal Capital Adequacy Assessment Process - ICAAP) for covering all types of risk, including risks other than those
covered by the overall capital requirement (Pillar 1), within the framework of an evaluation of current and future exposure that
takes account of strategies and of changes in the reference context. It is the Regulatory Authority's task to examine the
ICAAP process, formulate an overall judgment and, where necessary, apply the appropriate corrective measures;
- Pillar 3: this introduces obligations to publish information concerning capital adequacy, exposure to risks, and the general
characteristics of the systems used for identifying, measuring and managing those risks.
Best practice
Behavior commensurate with the most significant experience and/or the best level of knowledge achieved in relation to a
given technical or professional field.
Budget
Statement forecasting the future costs and revenues of a business.
CBO - Collateralized Bond Obligations
CDO - Collateralized Debt Obligations (q.v.) with bonds as underlyings.
CCF – Credit Conversion Factor
Ratio between (a) the unused portion of the line of credit that it is estimated may be used in the event of default and (b) the
portion currently unused.
CDO - Collateralized Debt Obligations
Bonds issued by a vehicle with loans, bonds, ABS - Asset Backed Securities (q.v.) or other CDOs as underlyings. CDOs
make it possible to derecognize assets in the bank’s balance sheet and also to arbitrage the differences in yield between the
securitized assets and the bonds issued by the vehicle.
CDOs may be funded if the vehicle legally acquires title to the assets or unfunded if the vehicle acquires the underlying risk
by means of a CDS - Credit Default Swap (q.v.) or similar security.
These bonds may be further subdivided as follows:
� CDOs of ABSs, which in turn have tranches of ABSs as underlyings
� Commercial Real Estate CDOs (CRE CDOs), with commercial property loans as underlyings
� Balance Sheet CDOs which enable the Originator (q.v.), usually a bank, to transfer its credit risk to outside
investors, and, where possible under local law and supervisory regulations, to derecognize the assets from its
balance sheet
� Market Value CDOs whereby payments of interest and principal are made not only out of cash flow from the
underlying assets, but also by trading the instruments. The performance of the notes issued by the vehicle thus
depends not only on the credit risk, but also on the market value of the underlyings
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� Preferred Stock CDOs with hybrid debt/equity instruments or Preference shares (q.v.) issued by financial
institutions
� Synthetic Arbitrage CDOs which arbitrage the differences in yield between the securitized assets acquired
synthetically by means of derivatives and the bonds issued by the vehicle.
CDS - Credit Default Swap
A derivative in which a seller of protection engages, for a fee, to pay the buyer of protection a fixed amount should a certain
event indicating a deterioration of the creditworthiness of a reference entity occur.
CGU - Cash Generating Unit
A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of
the cash inflows from other assets or groups of assets.
CLO - Collateralized Loan Obligations
CDO - Collateralized Debt Obligations (q.v.) with loans made by authorized lenders such as commercial banks as
underlyings.
CMBS - Commercial Mortgage Backed Securities
ABS - Asset Backed Securities (q.v.) with commercial mortgages as underlyings.
Commercial Paper
Short-term securities issued to raise funds from third-party subscribers as an alternative to other forms of debt.
Consumer ABS
ABS (q.v.) in which the collateral consists of consumer credits.
Core Tier 1 Capital
Tier 1 Capital (q.v.), net of hybrid instruments. It is the bank’s tangible capital.
Core Tier 1 Capital Ratio
Indicates ratio between the bank’s Core Tier 1 Capital and its risk-weighted assets (see the Glossary entry “RWA”).
Corporate
Customer segment consisting of medium to large businesses.
Cost/Income Ratio
The ratio between operating expenses and operating income. It is one of the main key performance indicators of the bank’s
efficiency: the lower the ratio, the more efficient the bank.

Cost of risk
The ratio between loan loss provisions and loans and receivables with customers. It is one of the indicators of the bank
assets’ level of risk: the lower the ratio, the less risky the bank assets.
Covered bond
A bond which, as well as being guaranteed by the issuing bank, may also be covered by a portfolio of mortgages or other
high-quality loans transferred, to this end, to a suitable SPV – Special Purpose Vehicle (q.v.).
Credit risk
The risk that an unexpected change in the creditworthiness of a counterparty, the value of the guarantees provided by it or
the margins used by it in the event of insolvency might produce an unexpected change in the value of the bank's credit
position.
Default
A party's declared inability to honor its debts and/or the payment of the associated interest.
Deteriorated credits
Credits are subjected to periodic examination in order to identify those which, following events occurring after their entry in the
accounts (at the market value, normally equal to the disbursed amount including the transaction costs and revenues directly
attributable to the provision of the credit), show objective signs of a possible loss of value. This category includes credits that
have been classed as bad, doubtful, restructured or overdue, in accordance with the Banca d'Italia rules consistent with
IAS/IFRS (q.v.).
Duration
This is generally calculated as the weighted average of the maturities for payment of the interest and capital associated with a
bond, and represents an indicator of the interest rate risk to which a security or a bond portfolio is subject.
EAD – Exposure at Default
Relating to the on-balance and off-balance sheet positions, EAD is defined as the estimation of the future value of an
exposure at the time of the debtor’s default. Only banks that meet the requirements for adopting the IRB – Internal Rating
Based (q.v.) advanced approach are allowed to estimate EAD (q.v.). Other banks are required to refer to regulatory
estimations.
EPS - Earnings Per Share
An indicator of a company’s profitability calculated as: Net Profit divided by Average total outstanding shares (excluding
treasury shares)
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EVA - Economic Value Added
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Expresses the ability to create value in monetary terms. EVA is equal to the difference between the Net Operating Profit After
Tax NOPAT – Net Operating Profit After Tax (q.v.) and the cost of the invested capital.
Factoring
Contract for the sale without recourse (with credit risk borne by the buyer) or with recourse (with credit risk borne by the
seller) of commercial credits to banks or specialist companies, for the purposes of management and collection. May be
associated with financing in favor of the seller.
Fair value
The sum for which, in a freely competitive market, an item can be exchanged or a liability extinguished between aware and
independent parties.
Forwards
Forward contracts on interest rates, exchange rates or share indices, generally traded on "OTC - Over-the-Counter" (q.v.)
markets, in which the conditions are fixed when the contract is agreed but execution will take place at a predetermined future
date, by means of the collection or payment of differentials calculated with reference to various parameters according to the
subject of the contract.
FRA – Forward Rate Agreement
Contract whereby the parties agree to receive (pay) at maturity the difference between the value calculated by applying a
predetermined interest rate to the transaction amount and the value obtained on the basis of the level reached by a reference
rate preselected by the parties.
FTE - Full Time Equivalent
The number of a company’s full-time employees. Part-time employees are considered on a pro-rata temporis basis.
Funding
Provision, in various forms, of the funds necessary to finance business activities or particular financial transactions.
Futures
Standardized contracts whereby the parties undertake to exchange money, transferable securities or goods at a preset price
at a future date. These contracts are traded on regulated markets, where their execution is guaranteed.
Goodwill
The additional sum paid for the acquisition of an equity interest, equal to the difference between the cost and the
corresponding share of net assets, for the portion not attributable to the identifiable assets of the acquired company.

Hedge Fund
Speculative mutual investment fund adopting hedging techniques which generally are not used by ordinary mutual funds, in
order to deliver a constant performance, which is only hardly linked to reference markets. Hedge Funds are distinguished by a
limited number of partners and require a high minimum level of investment.
IAS/IFRS
International accounting standards issued by the International Accounting Standard Board (IASB), a private international body
established in April 2001, involving representatives of the accounting professions of the principal countries and, as observers,
the European Union, IOSCO (International Organization of Securities Commissions) and the Basel Committee. This body is
the successor of the International Accounting Standards Committee (IASC), set up in 1973 to promote harmonization of the
rules for the preparation of company accounts. When the IASC became the IASB, it was decided, among other things, to
name the new accounting principles "International Financial Reporting Standards" (IFRS).
At international level, work is currently underway to harmonize the IAS/IFRS with the US GAAP – United States Generally
Accepted Accounting Principles (q.v.).
ICAAP – Internal Capital Adequacy Assessment Process
See "Basel 2 – Pillar 2".
Impairment
Within the framework of the IAS/IFRS (q.v.), this refers to the loss of value of a balance sheet asset, recorded when the
balance sheet value is greater than the recoverable value, i.e. the sum that can be obtained by selling or using the asset.
Index linked
Policies whose performance at maturity depends on a benchmark parameter that may be a share index, a basket of securities
or another indicator.
Investment banking
Banking segment devoted to the subscription and placement of newly issued securities, as well as the trading of financial
instruments.
Investor
Any entity other than the Sponsor (q.v.) or Originator (q.v.) with exposure to a securitization.
IRB – Internal Rating Based
Method for determining the capital needed to cover credit risk within the framework of Pillar 1 of Basel 2 (q.v.). The rules are
applied to the exposures of the banking portfolio. Furthermore, in the IRB methods the risk weightings of the assets are
determined on the basis of the bank's own internal evaluations of the debtors (or, in some cases, of the transactions). Using
systems based on internal ratings, the banks determine the weighted risk exposure. The IRB methods consist of a basic
method and an advanced method, which differ in terms of the risk parameters that the bank must estimate: in the basic
method, the banks use their own estimates for "PD – Probability of Default” and the regulatory values for the other risk
parameters; in the advanced method, the banks use their own estimates for " PD – Probability of Default ", "LGD – Loss
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Given Default", "CCF – Credit Conversion Factors" and, where provided for, "M - Maturity" (q.v.). The use of IRB methods for
the calculation of capital requirements is subject to authorization from Banca d’Italia.
IRS – Interest Rate Swap
See "Swap".
Joint venture
Agreement between two or more companies for the conduct of a given economic activity, usually through the constitution of a
joint stock company.
Junior, Mezzanine and Senior exposures
In a securitization transaction, the exposures may be classified as follows:
- junior exposures are the last to be repaid, and consequently absorb the first loss produced by the securitization transaction;
- mezzanine exposures are those with medium repayment priority, between senior and junior;
- senior exposures are the first to be repaid.
Ke
The cost of equity is the minimum return on investment required by the shareholder. It is the sum of a risk-free rate and an
additional spread remunerating the shareholder for the credit risk and the volatility of the share price. The cost of capital is
based on medium-long term averages of market parameters.
Lead Arranger
The bank responsible for arranging a securitization. The arranger’s duties include checking the quality and quantity of the
assets to be securitized, conducting relations with rating agencies, drawing up the prospectus and dealing with accounting
and legal problems.
Leasing
Contract whereby one party (the lessor) grants to another party (the lessee) for a given period of time the enjoyment of an
asset purchased or built by the lessor at the choice and on the instructions of the lessee, with the latter having the option of
acquiring ownership of the asset under predetermined conditions at the end of the leasing contract.
Leveraged Finance
Loans provided mainly to Private Equity funds in order to finance the acquisition of a company through a financial transaction
based on the cash flow generation capacity of such target company. This can result in a higher level of debt and therefore a
higher level of risk. Leveraged finance may be syndicated.
LGD – Loss Given Default
Expected value (which may be conditional upon adverse scenarios) of the ratio, expressed as a percentage, between the loss
giving rise to the default and the amount of exposure at the time of the default ("EAD - Exposure At Default", q.v.).

Liquidity risk
The risk of the company being unable to meet its payment commitments due to the inability to mobilize assets or obtain
adequate funding from the market (funding liquidity risk) or due to the difficulty/impossibility of easily liquidating positions in
financial assets without significantly and unfavorably affecting the price because of insufficient depth or temporary malfunction
of the financial market (market liquidity risk).
Mark-up
Positive differential with respect to a benchmark index, generally an interbank rate, applied to the lending rate offered to
customers.
Market risk
The effect that changes in market variables might have on the economic value of the Group's portfolio, where this includes
both the assets held in the trading book and those entered in the banking book, or the operations connected with the
characteristic management of the commercial bank and its strategic investment choices.
M – Maturity
The average, for a given exposure, of the residual contractual maturities, each weighted for the relevant amount.
Medium Term Note
Bond with a maturity of between 5 and 10 years.
Merchant banking
This term covers activities such as the subscription of securities - shares or debt instruments - by corporate customers for
subsequent placement on the market, the taking of more permanent equity interests but always with a view to subsequent
disposal, and the conduct of business consultancy activities for the purposes of mergers and acquisitions or restructurings.
Monoline Insurers
Insurance companies that insure only one kind of risk. Against payment of premium they guarantee the repayment of principal
and interest of bonds – usually “ABS - Asset Backed Securities” (q.v.) or US municipal bonds – on default by the issuer,
which enables the guaranteed bond to obtain a better rating than similar unguaranteed issues.
NOPAT – Net Operating Profit After Tax
Net operating profit remaining after the deduction of taxes.
Operating risk
The risk of losses due to errors, violations, interruptions, damages caused by internal processes, personnel or systems, or by
external events. This definition includes legal and compliance risk, but excludes strategic and reputational risk.
For example, operating risks include losses deriving from internal or external fraud, employment contracts and employment
protection regulations, customer claims, distribution of products, fines and other sanctions arising from breaches of
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regulations, damages to the company’s assets, interruption of operations, malfunction of systems and the management of
processes.
Option
The right, but not the commitment, acquired by the payment of a premium, to buy (call option) or sell (put option) a financial
instrument at a given price (strike price) by or at a determined future date (American option / European option).
Originator
The entity that originated the assets to be securitized or acquired them from others.
OTC – Over the counter
Over-the-counter (OTC) trading consists of the exchange of financial instruments such as shares, bonds, derivatives or goods
directly between two counterparties. The OTC markets do not have standardized contracts or buying/selling procedures and
are not associated with a set of rules (admissions, controls, obligations of information, etc.) like those that govern the official
markets.
Overcollateralization: The value of the assets underlying the bonds issued is higher than the amount of the bonds.
Payout ratio
Indicates the percentage of net income that is distributed to shareholders. The percentage distributed is determined mainly on
the basis of the company’s self-financing needs and the return expected by shareholders.
PD – Probability of Default
Probability of a counterparty entering into a situation of "default" (q.v.) within a time horizon of one year.
Preference shares
Capital instruments that associate forms of remuneration tied to market rates with particularly pronounced subordination
conditions, such as non-recovery in subsequent years of the interest not paid by the bank and bearing a share of its losses in
the event that these produce a significant reduction in the capital requirements. The regulatory authorities set the conditions
under which preference shares may be counted among the core capital of banks and banking groups.
Private banking
Financial services aimed at so-called "high-end" private customers for the global management of financial needs.
Private equity
Investments in the risk capital of companies, generally unlisted but with high growth potential and the ability to generate
constant cash flows. Investments in private equity include a wide range of operations that vary according to both the
development phase of the company concerned and the investment techniques used. These techniques include closed-end
private equity funds.

Purchase Companies
Vehicle used by “ABCP Conduits – Asset Backed Commercial Paper Conduits” (q.v.) to purchase the assets to be securitized
and subsequently financed by the Conduit vehicle by means of commercial paper.
RARORAC (Risk Adjusted Return On Risk Adjusted Capital)
This is the ratio between EVA – Economic Value Added” (q.v.) and allocated/absorbed capital and represents the value
created per each unit of risk taken.
Rating
Evaluation of the quality of a company or its issues of debt securities on the basis of the company's financial soundness and
prospects. This evaluation is made either by specialist agencies or by the bank on the basis of internal models.
Retail
Customer segment consisting principally of private individuals, self-employed professionals, traders and artisans.
Risk-weighted assets
Risk value of the assets and exposures to off-balance sheet risk. These assets are weighted according to the counterparty
and the type of transaction. The assets included among risk-weighted assets and the relevant weighting criteria are detailed
in the "New regulations for the prudential supervision of banks", issued by Banca d'Italia. (Circular 263 and successive
amendments).
RMBS - Residential Mortgage Backed Securities
Asset Backed Securities (q.v.) with residential mortgages as underlyings.
RWA - Risk Weighted Assets
On-balance sheet assets and off-balance sheet assets (derivatives and guarantees) classified and weighted by different
coefficients referring to risks, following banking rules issued by local Supervisors (i.e. Banca d’Italia, Bafin, etc.), to calculate
solvency ratios.
Securitization
Transfer of a portfolio of assets to a “SPV - Special Purpose Vehicle” (q.v.) and the issue of securities with various levels of
seniority to meet any default by the underlying assets.
Securitizations can be:
- traditional: method of securitization whereby transfer of the assets is by means of sale of the portfolio to the “SPV - Special
Purpose Vehicle” (q.v.).
- synthetic: method of securitization whereby the transfer of assets is by means of credit derivatives or similar security
enabling the risk of the portfolio to be transferred.
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Sensitivity
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The greater or lesser degree of sensitivity with which certain assets or liabilities react to changes in rates or other reference
parameters.
Sponsor
An entity other than the Originator (q.v.) which sets up and manages an ABCP conduit or other securitization scheme where
assets are acquired from a third entity for securitization.
SPV - Special Purpose Vehicles
An entity – partnership, limited company or trust – set up to carry out a set object, such as isolating financial risk or obtaining
special regulatory or tax treatment for specific portfolios of financial assets.
SPV’s operations are accordingly limited by a set of rules designed for this purpose.
In general SPVs’ sponsors (q.v.) do not hold equity in them. The equity is held by other entities in order to ensure that there is
no shareholder relationship with the Sponsor (q.v.). SPVs are usually bankruptcy-remote, in that their assets cannot be
claimed by the creditors of the sponsor, even if the latter becomes insolvent.
Subprime (Residential Mortgages)
Although Subprime has no univocal definition, this category includes mortgages granted to borrowers who have had
repayment difficulties in the past, e.g. delayed installments, insolvency or bankruptcy, or who are more likely to default than
the average due to high loan-to-value and installment-to-income ratios.
Swap
A transaction that generally consists of the exchange of financial streams between operators according to different
contractual arrangements.
In the case of an interest rate swap (IRS), the counterparties exchange payment streams that may or may not be linked to
interest rates, calculated on a notional principal amount (for example, one counterparty pays a stream on the basis of a fixed
rate, while the other does so on the basis of a variable rate).
In the case of a currency swap, the counterparties exchange specific amounts in two different currencies, with these amounts
being exchanged back in due course according to predefined arrangements that may concern both the capital (notional) and
the streams of interest payments.
Tier 1 Capital
The most reliable and liquid part of a bank’s capital, as defined by regulatory rules.
Tier 1 Capital Ratio
The percentage of a bank’s Tier 1 Capital to its risk weighted assets “RWA – Risk Weighted Assets” (q.v.).
UCI – Undertaking for Collective Investment
This term includes "UCITS" (q.v.) and other collective investment Funds (real estate collective investment funds, closed-end
investment funds).

UCITS – Undertaking for Collective Investment in Transferable Securities
This term covers open-end real estate investment funds, both Italian and foreign, and investment companies with variable
capital. The latter are joint stock companies that have the sole purpose of collective investment of the assets gathered
through a public offer of their own shares.
US GAAP – United States Generally Accepted Accounting Principles
Accounting principles issued by the FASB (Financial Accounting Statement Board), generally accepted in the USA.
VaR - Value at Risk
A method used for quantifying risk. It measures potential future losses which will not be exceeded within a specified period
and with a specified probability.
Vintage
The year of issue of the collateral underlying bonds created by securitization. In the case of subprime mortgages this
information is an indicator of the riskiness of the bond, since the practice of granting mortgages to subprime borrowers
became significant in the US starting in 2005.
Warehousing:
A stage in the preparation of a securitization transaction whereby an “SPV – Special Purpose Vehicle” (q.v.) acquires assets
for a certain period of time until it reaches a sufficient quantity to be able to issue an ABS.
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Declaration by the Nominated Official in
charge of drawing up Company Accounts
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Declaration by the Nominated Official
in charge of drawing up Company
Accounts
The undersigned, Marina Natale, in her capacity as the nominated official in charge of drawing up UniCredit SpA's company
accounts
259
DECLARES
as prescribed by §154bis, 2 of the Testo unico delle disposizioni in materia di intermediazione finanziaria [the "Single
Financial Services Act"] that the Consolidated Interim Report as at September 30, 2009 agrees with the documentary records,
ledgers and accounting data.
Milan, November 10th, 2009
Nominated Official in charge
of drawing up Company Accounts
MARINA NATALE

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